TERM LOAN AGREEMENT among MACK-CALI REALTY, L.P. and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and OTHER LENDERS WHICH MAY BECOME PARTIES TO THIS AGREEMENT with BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT, and JPMORGAN...

Exhibit 10.1

Execution Version

CUSIP Number: 00000XXX0

TERM LOAN AGREEMENT

among

XXXX-XXXX REALTY, L.P.

and

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.,

XXXXX FARGO BANK, N.A.

and

OTHER LENDERS WHICH MAY BECOME

PARTIES TO THIS AGREEMENT

with

BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT,

and

JPMORGAN CHASE BANK, N.A., XXXXX FARGO BANK, N.A.,

and

CAPITAL ONE, NATIONAL ASSOCIATION
AS SYNDICATION AGENTS,

and

U.S. BANK NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENT,

and

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,

X.X. XXXXXX SECURITIES LLC and
XXXXX FARGO SECURITIES, LLC,
AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

Dated as of January 7, 2016

TABLE OF CONTENTS

Section			Page

§1.	DEFINITIONS AND RULES OF INTERPRETATION		1

	§1.1.	Definitions	1
	§1.2.	Rules of Interpretation	28

§2.	THE CREDIT FACILITY		29

	§2.1.	Commitment to Lend	29
	§2.2.	Incremental Term Loans	29
	§2.3.	The Notes	30
	§2.4.	Interest on Loans; Fees	31
	§2.5.	Requests for Loans	31
	§2.6.	Conversion Options	33
	§2.7.	Funds for Loans	34
	§2.8.	Repayment of Loans	35
	§2.9.	Optional Repayments of Loans	35

§3.	[RESERVED]		35

§4.	CERTAIN GENERAL PROVISIONS		35

	§4.1.	Funds for Payments	35
	§4.2.	Computations	36
	§4.3.	Inability to Determine LIBOR Rate	36
	§4.4.	Illegality	37
	§4.5.	Additional Costs, Etc.	37
	§4.6.	Capital Adequacy	38
	§4.7.	Certificate	39
	§4.8.	Indemnity	39
	§4.9.	Interest During Event of Default	39
	§4.10	Reasonable Efforts to Mitigate	40
	§4.11	Replacement of Lenders	40
	§4.12	Defaulting Lenders	40
	§4.13	Taxes	41

§5.	GUARANTIES		45

	§5.1.	Guaranties	45
	§5.2.	Subsidiary Guaranty Proceeds	46

Section			Page

§6.	REPRESENTATIONS AND WARRANTIES		47

	§6.1.	Authority; Etc.	47
	§6.2.	Governmental Approvals	49
	§6.3.	Title to Properties; Leases	50
	§6.4.	Financial Statements	50
	§6.5.	Fiscal Year	51
	§6.6.	Franchises, Patents, Copyrights, Etc.	51
	§6.7.	Litigation	51
	§6.8.	No Materially Adverse Contracts, Etc.	51
	§6.9.	Compliance With Other Instruments, Laws, Etc.	51
	§6.10.	Tax Status	51
	§6.11.	No Event of Default; No Materially Adverse Changes	52
	§6.12.	Investment Company Acts	52
	§6.13.	Absence of UCC Financing Statements, Etc.	52
	§6.14.	Absence of Liens	53
	§6.15.	Certain Transactions	53
	§6.16.	Employee Benefit Plans	53
	§6.17.	Regulations U and X	54
	§6.18.	Environmental Compliance	54
	§6.19.	Subsidiaries	56
	§6.20.	Loan Documents	56
	§6.21.	REIT Status	56
	§6.22.	Subsequent Property Owning Subsidiaries	56
	§6.23.	OFAC	56
	§6.24.	Anti-Corruption Laws	57

§7.	AFFIRMATIVE COVENANTS OF THE BORROWER		57

	§7.1.	Punctual Payment	57
	§7.2.	Maintenance of Office	57
	§7.3.	Records and Accounts	57
	§7.4.	Financial Statements, Certificates and Information	58
	§7.5.	Notices	60
	§7.6.	Existence of Borrower and Property Owning Subsidiaries; Maintenance of Properties	61
	§7.7.	Existence of MCRC; Maintenance of REIT Status of MCRC; Maintenance of Properties	62
	§7.8.	Insurance	63
	§7.9.	Taxes	63
	§7.10.	Inspection of Properties and Books	64
	§7.11.	Compliance with Laws, Contracts, Licenses, and Permits	64
	§7.12.	Use of Proceeds	64
	§7.13.	Subsidiary Guarantors; Solvency	65
	§7.14.	Further Assurances	65

Section			Page

	§7.15.	Environmental Indemnification	65
	§7.16.	Response Actions	66
	§7.17.	Environmental Assessments	66
	§7.18.	Employee Benefit Plans	67
	§7.19.	No Amendments to Certain Documents	67
	§7.20	Distributions in the Ordinary Course	67
	§7.21	Anti-Corruption Laws; Sanctions	67

§8.	CERTAIN NEGATIVE COVENANTS OF THE BORROWER		67

	§8.1.	Restrictions on Indebtedness	68
	§8.2.	Restrictions on Liens, Etc.	68
	§8.3.	Merger, Consolidation and Disposition of Assets	70
	§8.4.	Negative Pledge	71
	§8.5.	Compliance with Environmental Laws	72
	§8.6.	Distributions	72
	§8.7.	Employee Benefit Plans	72
	§8.8.	Fiscal Year	73
	§8.9	Sanctions	73
	§8.10	Anti-Corruption Laws	73

§9.	FINANCIAL COVENANTS OF THE BORROWER		73

	§9.1.	Leverage Ratio	73
	§9.2.	Secured Indebtedness	74
	§9.3.	[Intentionally Deleted]	74
	§9.4.	[Intentionally Deleted]	74
	§9.5.	Fixed Charge Coverage	74
	§9.6.	Unsecured Indebtedness	74
	§9.7.	Unencumbered Property Interest Coverage	74
	§9.8.	[Intentionally Deleted]	75
	§9.9.	Covenant Calculations	75

§10	CONDITIONS TO THE CLOSING DATE		76

	§10.1.	Loan Documents	76
	§10.2.	Certified Copies of Organization Documents	76
	§10.3.	By-laws; Resolutions	76
	§10.4.	Incumbency Certificate; Authorized Signers	77
	§10.5.	Certificates of Insurance	77
	§10.6.	Opinion of Counsel Concerning Organization and77 Loan Documents	77
	§10.7.	Tax Law Compliance	77
	§10.8.	Certifications from Government Officials	77
	§10.9.	Proceedings and Documents	77
	§10.10.	Fees	77

iii

Section			Page

	§10.11.	Closing Certificate; Compliance Certificate	78
	§10.12	Representations True; No Event of Default; Compliance Certificate	78
	§10.13	No Legal Impediment	78
	§10.14	Governmental Regulation	78
	§10.A	Subsequent Subsidiary Guarantors	78

§11.	[RESERVED]		79

§12.	EVENTS OF DEFAULT; ACCELERATION; ETC.		79

	§12.1.	Events of Default and Acceleration	79
	§12.2.	Termination of Commitments	82
	§12.3.	Remedies	82

§13.	SETOFF		83

§14.	THE ADMINISTRATIVE AGENT		83

	§14.1.	Authorization	83
	§14.2.	Employees and Agents	84
	§14.3.	No Liability	85
	§14.4.	No Representations	85
	§14.5.	Payments	85
	§14.6.	Holders of Notes	86
	§14.7.	Indemnity	86
	§14.8.	Administrative Agent as Lender	86
	§14.9.	Successor Administrative Agent	86
	§14.10.	Notices	87
	§14.11	Other Agents	87

§15.	EXPENSES		88

§16.	INDEMNIFICATION		88

§17.	SURVIVAL OF COVENANTS, ETC.		89

§18.	ASSIGNMENT; PARTICIPATIONS; ETC.		90

	§18.1.	Conditions to Assignment by Lenders	90
	§18.2.	Certain Representations and Warranties; Limitations; Covenants	91
	§18.3.	Register	91
	§18.4.	New Notes	92
	§18.5.	Participations	92

Section			Page

	§18.6.	Pledge by Lender	93
	§18.7.	Successors and Assigns; No Assignment by Borrower	93
	§18.8	Disclosure	93
	§18.9.	Syndication	94

§19.	NOTICES, ETC.		94

§20.	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE		96

§21.	HEADINGS		96

§22.	COUNTERPARTS		96

§23.	ENTIRE AGREEMENT, ETC.		96

§24.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS		97

§25.	CONSENTS, AMENDMENTS, WAIVERS, ETC.		97

§26.	SEVERABILITY		99

§27.	[RESERVED]		99

§28.	USA PATRIOT ACT		99

§29.	USURY SAVINGS CLAUSE		99

§30.	CONFIDENTIALITY		99

§31.	NO ADVISORY OR FIDUCIARY RESPONSIBILITY		000

§00.	ELECTRONIC EXECUTION OF ASSIGNMENTS AND CERTAIN OTHER DOCUMENTS		101

EXHIBITS

A	Form of Term Loan Note
B	Form of Subsidiary Guaranty
C	Form of Loan Request
D	Form of Compliance Certificate
E	Form of Closing Certificate
F	Form of Assignment and Assumption Agreement
G	[Reserved]
H	[Reserved]
I	[Reserved]
J	[Reserved]
K	[Reserved]
L	Form of Notice of Continuation/Conversion
M	[Reserved]
N	[Reserved]
O-1	Form of U.S. Tax Compliance Certificate
O-2	Form of U.S. Tax Compliance Certificate
O-3	Form of U.S. Tax Compliance Certificate
O-4	Form of U.S. Tax Compliance Certificate

SCHEDULES

SCHEDULE CBD	CBD Properties
SCHEDULE EMPL	List of Employee Agreements with Key Management Individuals
SCHEDULE EG	List of Eligible Ground Leases as of Closing Date
SCHEDULE SG	List of Subsidiary Guarantors
SCHEDULE 1.2	Lenders’ Commitments
SCHEDULE 6.1(b)	Capitalization; Outstanding Securities, Etc.
SCHEDULE 6.3(a)	Unencumbered Properties
SCHEDULE 6.3(c)	Partially Owned Real Estate Holding Entities
SCHEDULE 6.7	Litigation
SCHEDULE 6.15	Certain Transactions
SCHEDULE 6.18	Environmental Compliance
SCHEDULE 6.19	Subsidiaries

TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (this “Agreement”) is made as of the 7th day of January, 2016, by and among XXXX-XXXX REALTY, L.P., a Delaware limited partnership (“MCRLP” or the “Borrower”), having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000-0000, BANK OF AMERICA, N.A. (“Bank of America”), a national banking association having an address at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), having its principal place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXXXX FARGO BANK, N.A. (“WFB”) and the other lending institutions party hereto or which may become parties hereto pursuant to §18 (individually, a “Lender” and collectively, the “Lenders”) and BANK OF AMERICA, N.A., as the administrative agent for itself and each other Lender, and JPMORGAN CHASE BANK , N.A. and XXXXX FARGO BANK, N.A., as the syndication agents.

RECITALS

A. The Borrower and its Subsidiaries are primarily engaged in the business of owning, purchasing, developing, constructing, renovating, leasing and operating office, office/flex, industrial/warehouse and multifamily residential properties in the United States.

X. Xxxx-Xxxx Realty Corporation, a Maryland corporation (“MCRC”), is the sole general partner of MCRLP, holds in excess of 89% of the partnership interests in MCRLP as of the date hereof, is qualified to elect REIT status for income tax purposes, and has agreed to guaranty the obligations of the Borrower hereunder.

C. The Borrower wishes to borrow term loans from the Lenders, and the Lenders are willing to provide such term loans on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

§1. DEFINITIONS AND RULES OF INTERPRETATION.

§1.1. Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred to below:

Accountants. In each case, nationally-recognized, independent certified public accountants reasonably acceptable to the Administrative Agent. The Lenders hereby acknowledge that PricewaterhouseCoopers LLP and the other major national accounting firms are acceptable accountants.

Acquisition Property. Any Real Estate that either (a) has been owned for fewer than eight (8) fiscal quarters or (b) in the case of Real Estate developed by the Borrower or any Property Owning Subsidiary, has been in service for fewer than eight (8) fiscal quarters, in each

case ((a) or (b)) unless the Borrower has made a one-time election to no longer treat such Real Estate as an Acquisition Property for purposes of this Agreement.

Act. See §28.

Additional Credit Extension Amendment. An amendment to this Agreement providing for any New Term Loans which shall be consistent with the applicable provisions of this Agreement relating to New Term Loans and otherwise satisfactory to the Administrative Agent and the Borrower.

Adjusted Unencumbered Property NOI. With respect to any fiscal period for any Unencumbered Property, the net income of such Unencumbered Property during such period, as determined in accordance with GAAP, before adjustment for (a) gains (or losses) from debt restructurings, any impairments, non-cash valuation charges or extraordinary items relating to such Unencumbered Property, (b) minority interests, not inconsistent with the wholly-owned Subsidiary requirements for Unencumbered Properties and (c) income taxes; plus (x) interest expense relating to such Unencumbered Property and (y) depreciation and amortization relating to such Unencumbered Property and (z) the noncash portion of executive stock award rights and stock purchase rights relating to the Unencumbered Property in question included in written executive employment agreements, written employee plans or other written non-monetary employment compensation provisions to the extent excluded from net income, as determined in accordance with GAAP; minus a recurring capital expense reserve equal to (x) in the case of Unencumbered Properties that are office, office-flex or industrial properties, one and one-half percent (1.5%) of total revenue (excluding interest income) of such Unencumbered Property for such period and (y) in the case of Unencumbered Properties that are multi-family residential properties, $250 per apartment unit for each fiscal year, all after adjustments to eliminate the effect of the straight-lining of rents affecting such Unencumbered Property.

Administrative Agent. Bank of America, acting as administrative agent for the Lenders, or any successor administrative agent, as permitted by §14.

Administrative Agent’s Head Office. The Administrative Agent’s head office located at Bank of America, N.A. - Agency Management, Global Technology Operations, MC# IL4-135-09-61, 000 X. XxXxxxx Xxxxxx, Xxxxxxx, XX 00000, or at such other location as the Administrative Agent may designate from time to time pursuant to §19 hereof, or the office of any successor Administrative Agent permitted under §14 hereof.

Administrative Questionnaire. An Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate. With reference to any Person, (i) any director or executive officer of that Person, (ii) any other Person controlling, controlled by or under direct or indirect common control of that Person, (iii) any other Person directly or indirectly holding 10% or more of any class of the capital stock or other equity interests (including options, warrants, convertible securities and similar rights) of that Person (other than a mutual fund which owns 10% or more of the common stock of MCRC) and (iv) any other Person 10% or more of any class of whose

capital stock or other equity interests (including options, warrants, convertible securities and similar rights) is held directly or indirectly by that Person.

Agreement. This Term Loan Agreement, including the schedules and exhibits hereto, as the same may be from time to time amended and in effect.

Alternate Base Rate. For any day, a fluctuating rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) assuming that on such day a LIBOR Rate Loan was being made, the LIBOR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBOR Rate, respectively.

Alternate Base Rate Loans. Those Loans bearing interest calculated by reference to the Alternate Base Rate.

Anti-Corruption Laws. See §6.24.

Applicable Margin. The applicable margin (if any) over the then Alternate Base Rate or LIBOR Rate, as applicable to the Loan(s) in question, as set forth in clauses (a) and (b) below, which is used in calculating the interest rate applicable to Loans as follows:

(a) except as set forth in clause (b) below, the Applicable Margin shall vary from time to time in accordance with MCRLP’s debt ratings, if any as set forth in the table below (the “Ratings Grid”). The Applicable Margin to be used in calculating the interest rate applicable to Alternate Base Rate Loans or LIBOR Rate Loans shall vary from time to time in accordance with MCRLP’s then applicable (if any) (x) Xxxxx’x debt rating and/or (y) S&P debt rating, as set forth below in this definition, and the Applicable Margin shall be adjusted effective on the next Business Day following any change in MCRLP’s Xxxxx’x debt rating or S&P debt rating, as the case may be. MCRLP shall notify the Administrative Agent in writing promptly after becoming aware of any change in any of its debt ratings. In order to qualify for an Applicable Margin based upon a debt rating, MCRLP shall maintain debt ratings from Xxxxx’x or S&P so long as such Persons are in the business of providing debt ratings for the REIT industry; provided that if MCRLP fails to maintain at least one debt rating from Xxxxx’x or S&P, the Applicable Margin shall be based upon an S&P rating of less than BBB- in the table below unless the Borrower has made the Leverage Grid Election. If at any time of determination of the Applicable Margin, (a) MCRLP has then current debt ratings from both Xxxxx’x and S&P, then the Applicable Margin shall be based on the higher of such ratings and (b) MCRLP has then current debt ratings from only one of Xxxxx’x or S&P, then the Applicable Margin shall be based on such rating.

The applicable debt ratings and the Applicable Margins are set forth in the following table:

S&P Rating	Xxxxx’x Rating	Applicable Margin for LIBOR Rate Loans		Applicable Margin for Alternate Base Rate Loans
No rating or less than BBB-	No rating or less than Baa3	1.85	%	0.85	%
BBB-	Baa3	1.40	%	0.40	%
BBB	Baa2	1.15	%	0.15	%
BBB+	Baa1	1.00	%	0	%
A- or higher	A3 or higher	0.900	%	0	%

(b) Notwithstanding clause (a) above, if (x) MCRLP fails to maintain a debt rating from Xxxxx’x or S&P or such debt rating from Xxxxx’x and/or S&P falls below BBB-/Baa3 (as applicable) and (y) the Borrower makes a one-time election in writing (the “Leverage Grid Election”) to have the Applicable Margin determined based on the Total Leverage Ratio, then, as of the next Business Day, the Applicable Margin shall thereafter vary from time to time in accordance with the Total Leverage Ratio as follows (the “Leverage Grid”):

Total Leverage Ratio	Applicable Margin for LIBOR Rate Loans		Applicable Margin for Alternate Base Rate Loans
< 45%	1.45	%	0.45	%
>45% and <50%	1.55	%	0.55	%
>50% and <55%	1.65	%	0.65	%
>55%	1.95	%	0.95	%

Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered pursuant to §7.4(c); provided, however, that if a compliance certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, the Applicable Margin shall be based on a Total Leverage Ratio of greater than 55% as of the first Business Day after the date on which such compliance certificate was required to have been delivered and shall remain in effect until the date on which such compliance certificate is delivered.

If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such

period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder (other than contingent Obligations for which no claim has been asserted hereunder) for a period of twelve months after such termination and repayment.

Notwithstanding the foregoing, if the Borrower has made the Leverage Grid Election and MCRLP thereafter achieves (x) a debt rating from S&P of BBB- or better or a debt rating from Xxxxx’x of Baa3 or better and (y) the Borrower makes a one-time election in writing to again have the Applicable Margin determined by the Ratings Grid (the “Ratings Grid Election”), then the Applicable Margin shall thereafter be based on the Ratings Grid described in clause (a) above instead of the Leverage Grid. If the Borrower makes such Ratings Grid Election, the Borrower shall not have any further rights to exercise the Leverage Grid Election.

Arrangers. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC.

Assignment and Assumption. See §18.1.

Bank of America. As defined in the recitals.

Bankruptcy Event. With respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

Borrower. As defined in the preamble hereto.

Building. Individually and collectively, the buildings, structures and improvements now or hereafter located on the Real Estate.

Business Day. Any day on which banking institutions in New York, New York are open for the transaction of banking business and, in the case of LIBOR Rate Loans, also a day which is a LIBOR Business Day.

Capitalized Leases. Leases under which the Borrower or any of its Subsidiaries or any Partially-Owned Entity is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

Capitalized Unencumbered Property NOI. As of any date of determination with respect to an Unencumbered Property (other than an Acquisition Property), an amount equal to the Revised Adjusted Unencumbered Property NOI for such Unencumbered Property for the most recent two (2) complete fiscal quarters multiplied by two (2), with the product being divided by 7.75%, except with respect to (x) CBD Properties, which shall be divided by 6.75% and (y) multi-family residential properties, which shall be divided by 6.0%; provided that if such Unencumbered Property has been owned for fewer than two (2) complete fiscal quarters, the Revised Adjusted Unencumbered Property NOI for such Unencumbered Property shall be calculated by using the actual results for the period that such Unencumbered Property has been owned and adjusting such results for a period of two (2) complete fiscal quarters.

CBD Property(ies). Collectively, (a) any Real Estate listed on Schedule CBD attached hereto, (b) any improved Real Estate which is located in the borough of Manhattan in New York, New York, Jersey City, New Jersey, Washington, D.C. or Philadelphia, Pennsylvania which is acquired or developed after the Closing Date, and (c) any other improved Real Estate which is located in markets with characteristics similar to those identified in clause (b) and is designated by the Agent and the Borrower as a CBD Property from time to time, but excluding in all cases any multi-family residential properties.

CERCLA. See §6.18.

Change in Law. (a) The adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) and (b) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated, implemented or issued.

Closing Date. January 7, 2016, which is the date on which all of the conditions set forth in §10 have been satisfied or waived in accordance with §25.

Code. The Internal Revenue Code of 1986, as amended and in effect from time to time.

Commitment. With respect to each Lender, (a) the amount set forth from time to time on Schedule 1.2 hereto as the amount of such Lender’s Commitment to make Term Loans to the Borrower on the Closing Date or (b) any New Term Loan Commitment of such Lender.

Commitment Percentage. With respect to each Lender, (a) prior to the making of the Loans, a percentage equal to such Lender’s Commitment divided by the Total Commitment and (b) after the making of the Loans, a percentage equal to the principal amount of such Lender’s outstanding Loans divided by the aggregate principal amount of all outstanding Loans.

Completed Loan Request. A loan request accompanied by all information required to be supplied under the applicable provisions of §2.5.

Connection Income Taxes. Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated or consolidated. With reference to any term defined herein, shall mean that term as applied to the accounts of MCRC and its subsidiaries (including the Borrower and its Subsidiaries) or MCRLP and its subsidiaries, as the case may be, consolidated in accordance with GAAP, excluding the effects of consolidation of investments in non-wholly owned subsidiaries under Accounting Standard Codification 810 of the Financial Accounting Standards Board.

Consolidated Adjusted Net Income. For any period, an amount equal to the consolidated net income of MCRC, the Borrower and their respective Subsidiaries for such period, as determined in accordance with GAAP, before (a) gains (or losses) from the sale of real property or interests therein, debt restructurings, extinguishment or forgiveness of debt, write-ups or write-downs, deduction of acquisition costs for consummated acquisitions, non-cash valuation charges and other extraordinary or non-recurring items, (b) minority interests of said Persons in other Persons and (c) income taxes; plus (w) interest expense, (x) depreciation and amortization, (y) the noncash portion of executive stock award rights and stock purchase rights included in written executive employment agreements, written employee plans or other written non-monetary employment compensation provisions, and (z) certain non-recurring cash payments made pursuant to certain written employment agreements, written employee plans or other written employment compensation provisions with key management individuals existing as of the date hereof and described on Schedule EMPL hereto and their successors (as such agreements, plans and provisions may be amended from time to time) in an amount not to exceed $20,000,000 in the aggregate during any fiscal year; minus a recurring capital expense reserve in an amount equal to (x) in the case of office, office-flex and industrial properties, one and one-half percent (1.5%) of consolidated total revenue (excluding interest income) of MCRC, the Borrower and their respective Subsidiaries and (y) in the case of multi-family residential properties, $250 per apartment unit for each fiscal year; all after adjustments to eliminate the effect of the straight-lining of rents; and all after adjustments for unconsolidated partnerships, joint ventures and other entities.

Consolidated Capitalized NOI. As of any date of determination, an amount equal to Revised Consolidated Adjusted Net Income for the most recent two (2) completed fiscal quarters multiplied by two (2), with the product being divided by 7.75%, except with respect to (x) CBD Properties, which shall be divided by 6.75% and (y) multi-family residential properties, which shall be divided by 6.0%; provided that if any Real Estate has been owned for fewer than two (2) complete fiscal quarters, the Revised Consolidated Adjusted Net Income for such Real Estate shall be calculated by using the actual results for the period that such Real Estate has been owned and adjusting such results for a period of two (2) complete fiscal quarters.

Consolidated Fixed Charges. For any fiscal period, the sum of (a) Consolidated Total Interest Expense, plus (b) the aggregate amount of all scheduled principal payments on all Indebtedness of MCRC, the Borrower and their respective Subsidiaries required to be made during such period, excluding optional prepayments and balloon principal payments due at maturity, plus (c) the aggregate of all Distributions payable on the preferred stock of or other preferred beneficial interests in the Borrower, MCRC or any of their respective Subsidiaries during such period.

Consolidated Secured Indebtedness. As of any date of determination, the aggregate principal amount of all Indebtedness of MCRC, the Borrower and their respective Subsidiaries outstanding at such date secured by a Lien on the Real Estate of such Person, without regard to Recourse.

Consolidated Total Capitalization. As of any date of determination, with respect to MCRC, the Borrower and their respective Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum (without double-counting) of:

(a) Consolidated Capitalized NOI (other than with respect to (1) Acquisition Properties and (2) Real Estate with a negative Consolidated Capitalized NOI), plus

(b) the cost of all Acquisition Properties (after taking into account any impairments), including all costs incurred by the Borrower in connection with the development of any Acquisition Properties, plus

(c) the value of Unrestricted Cash and Cash Equivalents (excluding until forfeited or otherwise entitled to be retained by the Borrower or its Subsidiaries, tenant security and other restricted deposits); provided that no portion of such Unrestricted Cash and Cash Equivalents will be added to Consolidated Total Capitalization if such portion of Unrestricted Cash and Cash Equivalents have been deducted from Consolidated Total Liabilities or Consolidated Secured Indebtedness in the calculation of the financial covenants in §9.1 or §9.2 of this Agreement, plus

(d) the aggregate costs (after taking into account any impairments) incurred and paid to date by the Borrower and its Subsidiaries with respect to Construction-In-Process, plus

(e) the value of Indebtedness of third parties to the Borrower and its Subsidiaries for borrowed money which is secured by mortgage liens on real estate (valued in accordance with

GAAP at the book value of such Indebtedness and not then more than 90 days past due or declared by the Borrower or its relevant Subsidiary to be past due), plus

(f) the actual net cash investment by the Borrower and its Subsidiaries in any Other Investments (wherein any such Other Investment (x) does not have any Indebtedness that is then more than 90 days past due or (y) has not been declared to be in default of any monetary or material monetizable obligations), plus

(g) the book value of Unimproved Non-Income Producing Land; plus

(h) the value of Eligible Cash 1031 Proceeds;

provided that the value of each of the foregoing items comprising Consolidated Total Capitalization (other than Eligible Cash 1031 Proceeds) shall be subject to the following capped amounts for determining Consolidated Total Capitalization:

(i) the book value of Unimproved Non-Income Producing Land shall be limited to ten (10%) percent of Consolidated Total Capitalization;

(ii) investments in Other Investments shall be limited to fifteen (15%) percent of Consolidated Total Capitalization;

(iii) the aggregate Project Costs of all Construction-in-Process shall be limited to fifteen (15%) percent of Consolidated Total Capitalization. For purposes hereof, Construction-in-Process shall not include so-called “build to suit” properties which are seventy-five (75%) percent pre-leased (by rentable square foot) and a property shall continue to be valued (for financial covenant compliance purposes) as Construction-in-Process until the end of four (4) consecutive calendar quarters following substantial completion of such property;

(iv) the value of Indebtedness of third parties to the Borrower, MCRC, or their Subsidiaries for borrowed money which is unsecured or is secured by mortgage liens (valued at the book value of such Indebtedness) shall be limited to fifteen (15%) percent of Consolidated Total Capitalization;

(v) the investments set forth in clauses (i) through (iv) above, taken in the aggregate, shall be limited to thirty (30%) percent of Consolidated Total Capitalization;

(vi) investments in Real Estate, other than (x) office, office flex, industrial/warehouse, and/or multi-family residential properties and (y) any such other Real Estate that is part of a mixed-use development consisting of at least 50% office, office flex, industrial/warehouse, and/or multi-family residential properties (by leasable square footage of such

development), taken in the aggregate, shall be limited to fifteen (15%) percent of Consolidated Total Capitalization; and

(vii) investments in Partially-Owned Entities, including investments in Other Investments, shall be limited to thirty percent (30%) of Consolidated Total Capitalization.

Consolidated Total Interest Expense. For any fiscal period, the aggregate amount of interest required in accordance with GAAP to be paid or accrued, without double-counting, by MCRC, the Borrower and their respective Subsidiaries during such period on all Indebtedness of MCRC, the Borrower and their respective Subsidiaries outstanding during all or any portion of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest expenses in respect of any Synthetic Lease but excluding non-cash interest expense in respect of convertible debt.

Consolidated Total Liabilities. As of any date of determination, without double-counting, all liabilities of MCRC, the Borrower and their respective Subsidiaries, including guaranties of payment for any Other Investment, determined on a consolidated basis in accordance with GAAP and classified as such on the consolidated balance sheet of MCRC, the Borrower and their respective Subsidiaries, and all Indebtedness of MCRC, the Borrower and their respective Subsidiaries, whether or not so classified (excluding, to the extent otherwise included in Consolidated Total Liabilities, restricted cash held on account of tenant security and other restricted deposits).

Consolidated Total Unsecured Interest Expense. For any fiscal period, Consolidated Total Interest Expense with respect to Consolidated Unsecured Indebtedness only for such period.

Consolidated Unsecured Indebtedness. As of any date of determination, the aggregate principal amount of all Unsecured Indebtedness of MCRC, the Borrower and their respective Subsidiaries outstanding at such date, including without limitation the aggregate principal amount of all the Obligations under this Agreement as of such date, determined on a consolidated basis in accordance with GAAP, without regard to Recourse.

Construction-In-Process. Any Real Estate for which the Borrower, any of the Borrower’s Subsidiaries or any Partially-Owned Entity is actively pursuing construction, renovation, or expansion of Buildings and, except for purposes of clause (iii) to the proviso in the definition of Consolidated Total Capitalization in §1.1 hereof, for which construction is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, all pursuant to such Person’s ordinary course of business. Notwithstanding the foregoing, tenant improvements to previously constructed and/or leased Real Estate shall not be considered Construction-In-Process.

Conversion Request. A notice given by the Borrower to the Administrative Agent of its election to convert or continue a Loan in accordance with §2.6.

debt ratings. Long-term, unsecured, non-credit enhanced debt ratings.

Default. As of the relevant time of determination, an event or occurrence which solely with the giving of notice or the lapse of time, or both, would constitute an Event of Default.

Defaulting Lender. Any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Lender Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Lender Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Lender Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Lender Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender.

Designated Jurisdiction. Any country or territory to the extent that such country or territory itself is the subject of any Sanction.

Disqualifying Environmental Event. Any Release or threatened Release of Hazardous Substances, any violation of Environmental Laws or any other similar environmental event with respect to any Real Estate that is reasonably likely to have a material adverse effect on the value of such Real Estate.

Distribution.

(i) with respect to the Borrower or its Subsidiaries, any dividend or distribution of cash or other cash equivalent, directly or indirectly, to the partners or other equity interest holders of the Borrower or its Subsidiaries in respect of such partnership or other equity interest or interests so characterizable; or any other distribution on or in respect of any partnership interests of the Borrower or its Subsidiaries; and

(ii) with respect to MCRC, the declaration or payment of any cash dividend or distribution on or in respect of any shares of any class of capital stock of MCRC.

Dollars or $. Dollars in lawful currency of the United States of America.

Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §2.6.

Eligible Assignee. Any of (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000, calculated in accordance with GAAP; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting at all times with respect to this Agreement through a branch or agency located in the United States of America, (d) the central bank of any country which is a member of OECD, (e) a financial institution reasonably acceptable to the Administrative Agent which is regularly engaged in making, purchasing or investing in loans and having total assets in excess of $300,000,000 and (f) a Lender or a Lender Affiliate; provided that, in any event, Eligible Assignees shall not include (x) any Defaulting Lender and its Subsidiaries, (y) the Borrower, MCRC and their respective Subsidiaries and Affiliates or (z) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

Eligible Cash 1031 Proceeds. The cash proceeds held by a “qualified intermediary” from the sale of Real Estate, which proceeds are intended to be used by the qualified intermediary to acquire one or more “replacement properties” that are of “like-kind” to such Real Estate in an exchange that qualifies as a tax-free exchange under Section 1031 of the Code, and no portion of which proceeds MCRC, the Borrower or any Subsidiary has the right to receive, pledge, borrow or otherwise obtain the benefits of until such time as provided under the applicable “exchange agreement” (as such terms in quotations are defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) (the “Regulations”)) or until such exchange is terminated. Upon the cash proceeds no longer being held by the qualified intermediary pursuant to the Regulations or otherwise qualifying under the Regulations for like-kind exchange treatment, such proceeds shall cease being Eligible Cash 1031 Proceeds.

Eligible Ground Lease. A ground lease that (a) has a minimum remaining term of thirty (30) years, including tenant controlled options, as of any date of determination, (b) has customary notice rights, default cure rights, bankruptcy new lease rights and other customary provisions for the benefit of a leasehold mortgagee or has equivalent protection for a leasehold permanent mortgagee by a subordination to such leasehold permanent mortgagee of the landlord’s fee interest, and (c) is otherwise acceptable for Without Recourse leasehold mortgage financing under customary prudent lending requirements. The Eligible Ground Leases as of the date of this Agreement are listed on Schedule EG.

Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

Environmental Laws. See §6.18(a).

ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under §414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate Loan, the weighted average of the rates (expressed as a decimal) at which all of the Lenders subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against “Eurocurrency Liabilities” (as that term is used in Regulation D), if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate.

Event of Default. See §12.1.

Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under § 4.11) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to § 4.13, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with § 4.13(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

FATCA. Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more

onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Federal Funds Effective Rate. For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

Fee Letter. See §2.4(d).

Financial Statement Date. With respect to the Borrower, MCRC and their respective subsidiaries, December 31, 2014.

Foreign Lender. (a) If the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

Funds From Operations. As defined in accordance with resolutions adopted by the Board of Governors of the National Association of Real Estate Investment Trusts as in effect from time to time, but in any event excluding one-time or non-recurring charges and non-cash valuation charges.

GAAP. Generally accepted accounting principles in effect from time to time in the United States, consistently applied.

Governmental Authority. The government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or MCRC, as the case may be, or any ERISA Affiliate of any of them the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guaranties. Collectively, (i) the MCRC Guaranty, (ii) any Subsidiary Guaranty, and (iii) any other guaranty of the Obligations made by an Affiliate of the Borrower in favor of the Administrative Agent and the Lenders.

Guarantors. Collectively, MCRC, any Subsidiary Guarantors and any other Affiliate of the Borrower executing a Guaranty; provided, however, when the context so requires, Guarantor shall refer to MCRC or such Affiliate, as appropriate. From and after the release of the Guaranty of any Subsidiary Guarantor pursuant to §5 below, such Subsidiary Guarantor shall no longer be considered a “Guarantor” for purposes of this Agreement.

Hazardous Substances. See §6.18(b).

Increased Amount Date. See §2.2.

Indebtedness. All obligations, contingent and otherwise, that in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, including, without limitation, (a) all obligations for borrowed money and similar monetary obligations, whether direct or indirect; (b) all liabilities secured by any mortgage, pledge, negative pledge, security interest, lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all obligations under any Capitalized Lease (determined in accordance with §9.9) or any Synthetic Lease; (d) all guarantees for borrowed money, endorsements and other contingent obligations, whether direct or indirect, (without double counting and in accordance with §9.0) in respect of indebtedness or obligations of others, including any obligation to supply funds (including partnership obligations and capital requirements) to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise, (e) the obligations to reimburse the issuer in respect of any letters of credit, (f) obligations in respect of banker acceptances, (g) obligations for the deferred purchase price of property to the extent of the value of such property (excluding accounts payable and expenses arising in the ordinary course of business), (h) payment obligations in respect of interest rate contracts, financial derivatives contracts and foreign exchange contracts, net of liabilities owed by the counterparties thereon, and (i) to the extent not otherwise included, obligations of the Borrower under so-called forward equity purchase contracts to the extent that such obligations are not payable solely in equity interests in MCRC; but, in any case, excluding Other Investments.

Indemnified Taxes. (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

Intercompany Secured Debt. See §8.2(vi).

Interest Payment Date. (i) As to any Alternate Base Rate Loan, the last day of the calendar month which includes the Drawdown Date thereof; and (ii) as to any LIBOR Rate Loan in respect of which the Interest Period is (A) three (3) months or less, the last day of such Interest Period and (B) more than three (3) months, the date that is three (3) months from the first day of such Interest Period, each date that is three (3) months thereafter, and, in addition, the last day of such Interest Period.

Interest Period. With respect to each Loan, (a) initially, the period commencing on the Drawdown Date of such Loan and ending on the last day of one of the following periods (as selected by the Borrower in a Completed Loan Request or as otherwise in accordance with the terms of this Agreement): (i) for any Alternate Base Rate Loan, the last day of the calendar month and (ii) for any LIBOR Rate Loan, 7 days or 1, 2 (if available from all Lenders), 3, 6 (if available from all Lenders), or 12 (if available from all Lenders) months; and (b) thereafter, each period commencing at the end of the last day of the immediately preceding Interest Period applicable to such Loan and ending on the last day of the applicable period set forth in (a) above as selected by the Borrower in a Conversion Request or as otherwise in accordance with this Agreement; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(A) if any Interest Period with respect to an Alternate Base Rate Loan would end on a day that is not a Business Day, that Interest Period shall end on the next succeeding Business Day;

(B) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(C) if the Borrower shall fail to give a Conversion Request as provided in §2.6, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a LIBOR Rate Loan with an Interest Period of one (1) month on the last day of the then current Interest Period with respect thereto, other than during the continuance of a Default or an Event of Default;

(D) any Interest Period relating to any LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to subparagraph (E) below, end on the last Business Day of a calendar month; and

(E) any Interest Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

Investment Grade Credit Rating. A long-term unsecured, non-credit enhanced debt rating (a) from Xxxxx’x of Baa3 or higher or (b) from S&P of BBB- or higher.

Investments. All expenditures made and all liabilities incurred (contingently or otherwise, but without double-counting): (i) for the acquisition of stock, partnership or other equity interests or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, any Person; and (ii) for the acquisition of any other obligations of any Person. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each

such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

JPMorgan. As defined in the recitals.

Leases. Leases, licenses and agreements, whether written or oral, relating to the use or occupation of space in or on the Buildings or on the Real Estate by persons other than the Borrower, its Subsidiaries or any Partially-Owned Entity, provided that “Leases” shall include any such lease, license or other such agreement with a Partially-Owned Entity if such lease, license or other agreement is at a market level rent and related tenant charges, which are required to be paid monthly or, in the case of non-rent tenant charges, when usually and customarily required to be paid by other tenants of the same Real Estate (and at least annually).

Lender Affiliate. With respect to any Lender, an Affiliate of such Lender.

Lender Party. The Administrative Agent or any Lender.

Lenders. Collectively, the Administrative Agent, any other lenders which may provide additional commitments and become parties to this Agreement, and any other Person who becomes an assignee of any rights of a Lender pursuant to §18 or a Person who acquires all or substantially all of the stock or assets of a Lender.

Leverage Grid. See the definition of “Applicable Margin”.

Leverage Grid Election. See the definition of “Applicable Margin”.

LIBOR Breakage Costs. In the case of any LIBOR Rate Loan, such loss, cost or expense to any Lender, which shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had the event described in §4.8 not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the market interest rate which such Lender would bid were it to reasonably bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.

LIBOR Business Day. Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London.

LIBOR Rate. (a) for any Interest Period with respect to a LIBOR Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor

rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to an Alternate Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; and

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

In the event that the Board of Governors of the Federal Reserve System shall impose a reserve requirement with respect to LIBOR deposits of the Lenders, then for any period during which such reserve requirement shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1.00) minus the Eurocurrency Reserve Rate.

LIBOR Rate Loan(s). Loans bearing interest calculated by reference to the LIBOR Rate.

Lien. See §8.2.

Loan Documents. Collectively, this Agreement, the Notes, the Guaranties, and any and all other agreements, instruments or documents now or hereafter identified thereon as a “Loan Document” under this Agreement, and all schedules, exhibits and annexes hereto or thereto, as the same may from time to time be amended and in effect.

Loans. The Term Loans.

Material Adverse Effect. Any event or occurrence of whatever nature which: (a) has a material adverse effect on the business, properties, operations or financial condition of (i) the Borrower or (ii) MCRC or (iii) the Borrower, MCRC and their respective Subsidiaries, taken as a whole, (b) has a material adverse effect on the ability of the Borrower or any Guarantor to perform its payment and other material obligations under any of the Loan Documents, or (c) causes a material impairment of the validity or enforceability of any of the Loan Documents or any material impairment of the rights, remedies and benefits available to the Administrative Agent and the Lenders under any of the Loan Documents.

Material Subsidiary. Any (x) Property Owing Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property, (y) any Subsidiary Guarantor, or (z) any other Subsidiary of the Borrower or MCRC which contributes at least $10,000,000 to Consolidated Total Capitalization, other than any such Subsidiary that is only liable for Without Recourse obligations.

Maturity Date. January 7, 2019, or such earlier date on which the Loans shall become due and payable pursuant to the terms thereof. The Borrower may, by written notice to the Administrative Agent given at least thirty (30) days but not more than one hundred and eighty (180) days prior to the then scheduled Maturity Date, extend the Maturity Date up to two times for a period of one year per extension (for a total possible extension of two (2) years), provided that no Default or Event of Default (other than a Non-Material Breach) shall have occurred and be continuing on the date of such notice and that the Borrower shall have paid an aggregate extension fee for each extension equal to 0.15% of the outstanding principal amount of the Loans (to the Administrative Agent for the ratable benefit of the Lenders) on or prior to the then scheduled Maturity Date.

MCRC. As defined in the recitals.

MCRC Guaranty. The Guaranty dated as of the date hereof made by MCRC in favor of the Administrative Agent and the Lenders pursuant to which MCRC guarantees to the Administrative Agent and the Lenders the unconditional payment and performance of the Obligations.

MCRC Organizational Change. See §7.7.

Moody’s. Xxxxx’x Investors Service, Inc., and its successors.

Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or MCRC, as the case may be, or any ERISA Affiliate.

New Term Loan Commitments. See §2.2.

New Term Loan Lender. See §2.2.

New Term Loans. See §2.2.

Non-Material Breach. A (i) breach of a representation or warranty or covenant contained in §6 or §7 (other than §7.1), (ii) breach of any other representation or warranty or covenant as to which such term “Non-Material Breach” is specifically applied, or (iii) Permitted Event; but only to the extent any such breach under (i) or (ii) or an event under (iii) (other than §7.1), neither (A) singularly or in conjunction with any other existing breaches or events under (iii), materially adversely affect the business, properties or financial condition of (x) MCRC; (y) MCRLP; or (z) the Borrower, MCRC and their Subsidiaries, taken as whole nor (B) singularly or in conjunction

with any other existing breaches or events under (iii), materially adversely affect the ability of (x) MCRC; (y) MCRLP; or (z) the Borrower, MCRC and their Subsidiaries, taken as a whole, to fulfill the obligations to the Lenders under the Loan Documents (including, without limitation, the repayment of all amounts outstanding under the Loans, together with interest and charges thereon, when first due) nor (C) has been identified in this Agreement specifically as a matter that does not constitute a Non-Material Breach. During the continuance of any Permitted Event, the Real Estate (including Unencumbered Property) and other assets of any affected Property Owning Subsidiary shall be excluded from asset (but not liability) and income (but not loss) calculation under §9 which exclusions shall be evidenced in all compliance certificates provided as required by this Agreement.

A breach or event which may constitute a Non-Material Breach shall be identified when first known to the Borrower, MCRC or Subsidiary on the next compliance certificate required to be delivered to the Lenders pursuant to the terms of this Agreement; provided that the identification of such breach or event as a Non-Material Breach by the Borrower, MCRC or any Subsidiary shall not be binding on the Lenders.

Note Record. A Record with respect to the Notes.

Notes. The Term Loan Notes.

Obligations. All indebtedness, obligations and liabilities of the Borrower and its Subsidiaries to any of the Lenders and the Administrative Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans or the Notes or other instruments at any time evidencing any thereof, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

OFAC. The Office of Foreign Assets Control of the United States Department of the Treasury.

Operating Subsidiaries. Those Subsidiaries of the Borrower that, at any time of reference, provide management, construction, design or other services (excluding any such Subsidiary which may provide any such services which are only incidental to that Subsidiary’s ownership of one or more Real Estate), and any successors or assigns of their respective businesses and/or assets which are Subsidiaries of the Borrower or MCRC.

Other Connection Taxes. With respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

Other Investment. An investment made by the Borrower, MCRC or any Subsidiary which has been or is designated by the Borrower at the time of investment or from time to time as an “Other Investment” (including an investment company); provided that (a) such investment would not jeopardize MCRC’s status as a REIT, (b) subject to the next sentence, such investment is Without Recourse to the Person making such investment, (c) if the Person making such investment exercises any management or control responsibilities, such management and/or control shall be exercised through a so-called “bankruptcy-remote entity” and (d) such investment complies with the requirements of clause (ii) to the proviso in the definition of Consolidated Total Capitalization in §1.1 hereof. Notwithstanding anything contained in the foregoing definition to the contrary, an investment may still be an Other Investment if it provides for (i) guaranties of completion, (ii) guaranties of payment (which shall be included in Consolidated Total Liabilities), (iii) environmental guaranties and indemnities, and/or (iv) other typical recourse carve-outs from otherwise long-term, non-recourse debt, such as for fraud, waste, misappropriation of proceeds and material misrepresentations.

Other Taxes. All present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to § 4.11).

Parent. With respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

Partially-Owned Entity(ies). Any of the partnerships, joint ventures and other entities owning real estate assets (other than an Other Investment) in which MCRLP and/or MCRC collectively, directly or indirectly through its full or partial ownership of another entity, own less than 100% of the equity interests, whether or not such entity is required in accordance with GAAP to be consolidated with MCRLP for financial reporting purposes.

Participant. See §18.5.

Participant Register. See §18.5.

PBGC. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Permits. All governmental permits, licenses, and approvals necessary for the lawful operation and maintenance of the Real Estate.

Permitted Event. The election by the Borrower to exclude any Real Estate as an Unencumbered Property following a Bankruptcy Event with respect to the Property Owning Subsidiary that owns or leases such Real Estate; provided that the aggregate contribution to Consolidation Total Capitalization made by all Property Owning Subsidiaries subject to such Bankruptcy Event shall not exceed $50,000,000. Notwithstanding the foregoing, upon the

occurrence of any such Bankruptcy Event, the Borrower shall be deemed to have made such election, if permitted by this definition.

Permitted Investments.

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $1,000,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

Permitted Liens. Liens, security interests and other encumbrances permitted by §8.2.

Person. Any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government (or any Governmental Authority).

Prime Rate. The rate of interest per annum publicly announced from time to time by the Person serving as Administrative Agent as its prime rate in effect at its office located in New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

Project Costs. With respect to Construction-In-Process, the actual project cost of such Construction-In-Process shown on schedules submitted to the Administrative Agent from time to time; provided that for Construction-In-Process owned by any Partially-Owned Entity, the Project Cost of such Construction-In-Process shall be the Borrower’s or its subsidiaries’ pro-rata share of the actual project cost of such Construction-In-Process (based on the greater of (x) the

Borrower’s or its subsidiaries’ percentage equity interest in such Partially-Owned Entity or (y) the Borrower’s or its subsidiaries’ obligation to provide, or liability for providing, funds to such Partially-Owned Entity).

Property Owning Subsidiary. Any Subsidiary that owns or leases any Real Estate.

Public Debt. Unsecured Indebtedness, not subordinated to the Obligations (or to the holders thereof), issued by the Borrower and which is either (a) in offerings registered under the Securities Act of 1933, as amended, or in transactions exempt from registration pursuant to rule 144A or Regulation B thereunder or listed on non-U.S. securities exchanges or (b) pursuant to the Indenture dated as of March 16, 1999 by and between the Borrower, MCRC and Wilmington Trust Company, a Delaware banking corporation as trustee, or any successor trustee or assignee thereof (collectively, the “Trustee”), as supplemented by Supplemental Indenture No. 12 dated as of November 30, 2005 between the Borrower and the Trustee, by Supplemental Indenture No. 13 dated as of January 24, 2006 between the Borrower and Trustee (solely with respect to the $100,000,000 5.80% Notes due 2016 described therein), by Supplemental Indenture No. 14 dated as of August 14, 2009 between the Borrower and Trustee, by Supplemental Indenture No. 15 dated as of April 19, 2012 between the Borrower and Trustee, by Supplemental Indenture No. 16 dated as of November 20, 2012 between the Borrower and Trustee, and by Supplemental Indenture No. 17 dated as of May 8, 2013 between the Borrower and Trustee, and as the Indenture may be further supplemented and/or amended from time to time.

Ratings Grid. See the definition of “Applicable Margin”.

Ratings Grid Election. See the definition of “Applicable Margin”.

RCRA. See §6.18.

Real Estate. The fixed and tangible properties consisting of land, buildings and/or other improvements owned or ground-leased as a lessee by the Borrower, by any Subsidiary or by any other entity in which the Borrower is the holder of an equity interest (other than Other Investments) at the relevant time of reference thereto, including, without limitation, (i) the Unencumbered Properties at such time of reference, and (ii) the real estate assets owned or ground-leased as a lessee by each of the Partially-Owned Entities at such time of reference.

Recipient. (a) The Administrative Agent and (b) any Lender, as applicable.

Record. The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Loan.

Recourse. With reference to any obligation or liability, any liability or obligation that is not Without Recourse, directly or indirectly. For purposes hereof, a Person shall not be deemed to be “indirectly” liable for the liabilities or obligations of an obligor solely by reason of the fact that such Person has an ownership interest in such obligor, provided that such Person is not otherwise legally liable, directly or indirectly, for such obligor’s liabilities or obligations (e.g., by

reason of a guaranty or contribution obligation, by operation of law or by reason of such Person’s being a general partner of such obligor).

REIT. A “real estate investment trust”, as such term is defined in Section 856 of the Code.

Related Parties. See §16.

Release. See §6.18(c)(iii).

Required Lenders. (a) Prior to the making of the Loans on the Closing Date, the Lenders whose aggregate Commitments constitute at least fifty-one percent (51%) of the Total Commitment and (b) after the making of the Loans on the Closing Date, the Lenders holding at least fifty-one percent (51%) of the sum of the outstanding principal amount of the Loans on such date; and provided further that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders the amount of the Commitment and Loans of such Lender, as applicable, at such time.

Responsible Officer. The chief executive officer, president, chief financial officer, chief operating officer, treasurer, assistant treasurer or controller of the Borrower and, solely for purposes of notices given pursuant to §2, any other officer of the Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

Revised Adjusted Unencumbered Property NOI. With respect to any fiscal period for any Unencumbered Property, Adjusted Unencumbered Property NOI for such Unencumbered Property for such period; minus (a) interest income relating to such Unencumbered Property and (b) a management fee reserve in an amount equal to three percent (3%) of total revenue (after deduction of interest income of such Unencumbered Property for such period); plus (i) actual general and administrative expenses to the extent included in Adjusted Unencumbered Property NOI relating to such Unencumbered Property for such period and (ii) actual management fees relating to such Unencumbered Property for such period.

Revised Consolidated Adjusted Net Income. For any period, Consolidated Adjusted Net Income for such period; minus (a) interest income and (b) a management fee reserve in an amount equal to three percent (3%) of consolidated total revenue (after deduction of interest income of MCRC, the Borrower and their respective Subsidiaries for such period), plus (i) actual general and administrative expenses for such period to the extent included in Consolidated Adjusted Net Income and (ii) actual management fees relating to Real Estate for such period.

S&P. Standard & Poor’s Financial Services LLC, a division of XxXxxx-Xxxx Financial, Inc., and its successors.

Sanction(s). Any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

XXXX. See §6.18.

SEC Filings. Collectively, (a) the MCRC’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and (b) MCRC’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, filed with the SEC pursuant to the Exchange Act.

Section 9.6 Sum. See §9.6.

Secured Indebtedness. All Indebtedness of any Person that is secured by a Lien on any asset of such Person.

Single Asset Entity. A Person (other than an individual) that (a) only owns a single Real Estate asset; (b) is engaged only in the business of owning, developing and/or leasing such Real Estate asset; and (c) receives substantially all of its gross revenues from such Real Estate asset. In addition, if the assets of a Person consist solely of (i) equity interests in one other Single Asset Entity and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entity, such Person shall also be deemed to be a Single Asset Entity.

subsidiary. Any entity required to be consolidated with its direct or indirect parent in accordance with GAAP.

Subsidiary. Any corporation, association, partnership, limited liability company, trust, or other business entity of which the designated parent shall at any time own directly, or indirectly through a Subsidiary or Subsidiaries, at least a majority (by number of votes or controlling interests) of the outstanding voting interests or at least a majority of the economic interests (including, in any case, the Operating Subsidiaries and any entity required to be consolidated with its designated parent in accordance with GAAP; but, in any case, specifically excluding any Other Investments). Unless the context otherwise requires and/or otherwise specified, a Subsidiary shall be deemed to be a Subsidiary of the Borrower or MCRC.

Subsidiary Guarantor. Any Property Owning Subsidiary of the Borrower that provides a guaranty of the Obligations so that Real Estate owned by such Subsidiary shall qualify as Unencumbered Property. The Subsidiary Guarantors on the Closing Date are listed on Schedule SG hereto.

Subsidiary Guaranty. A Guaranty made by a Subsidiary Guarantor in favor of the Administrative Agent and the Lenders in substantially the form of Exhibit B hereto, pursuant to which such Subsidiary Guarantor jointly and severally guaranties the unconditional payment and performance of the Obligations.

Syndication Agents. JPMorgan and WFB.

Synthetic Lease. Any lease which is treated as an operating lease under GAAP and as a loan or financing for U.S. income tax purposes.

Taxes. All present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term Loan(s). Each and every term loan made or to be made by the Lenders to the Borrower pursuant to §2.

Term Loan Notes. Collectively, the separate promissory notes of the Borrower in favor of each Lender in substantially the form of Exhibit A hereto, in the aggregate principal amount of the Total Commitment, dated as of the date hereof or as of such later date as any Person becomes a Lender under this Agreement, and completed with appropriate insertions, as each of such notes may be amended and/or restated from time to time.

Total Commitment. As of any date, the sum of the then-current Commitments of the Lenders, which shall not at any time exceed $350,000,000, except as such amount may be increased pursuant to §2.2 hereof.

Total Leverage Ratio. See §9.1.

Type. As to any Loan, its nature as an Alternate Base Rate Loan or a LIBOR Rate Loan.

Unanimous Lender Approval. The written consent of each Lender that is a party to this Agreement at the time of reference.

Unencumbered Property. Any Real Estate located in the United States that on any date of determination: (a) is not subject to any Liens (including any such Lien imposed by the organizational documents of the owner of such asset), but excluding Permitted Liens, as certified to his knowledge by an officer of the Borrower on the Closing Date or such later date on which such Real Estate becomes an Unencumbered Property, (b) is not the subject of a Disqualifying Environmental Event, as certified to his knowledge by an officer of the Borrower on the Closing Date or such later date on which such Real Estate becomes an Unencumbered Property (which certification may be based on third party reports) (c) has been improved with a Building or Buildings which (1) have been issued a certificate of occupancy (where available) or is otherwise lawfully occupied for its intended use, and (2) are fully operational, including in each case, an Unencumbered Property that is being renovated and such renovation is proceeding to completion without undue delay from Permit denial, construction delays or otherwise, (d) is not in violation of the covenant set forth in §7.9 hereof, (e) is wholly owned or ground-leased under an Eligible Ground Lease by (x) the Borrower, (y) a Subsidiary Guarantor that is a wholly-owned Subsidiary or (z) or a Property Owning Subsidiary that is a wholly-owned Subsidiary, that is not a Subsidiary Guarantor and that is not liable for any Recourse Indebtedness (whether secured or

unsecured and including any Guarantees of Indebtedness of the Borrower, MCRC, another Subsidiary or any other Person), and (f) has not been the subject of an event or occurrence that has had a Material Adverse Effect on such Property Owning Subsidiary or such Real Estate.

Unimproved Non-Income Producing Land. Any Real Estate consisting of raw land which is unimproved by Buildings and does not generate any rental income or other income for MCRC or the Borrower or any of their respective Subsidiaries.

Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of unrestricted cash then held by the Borrower or any of its Subsidiaries and (b) the aggregate amount of unrestricted cash equivalents (valued at fair market value) then held by the Borrower or any of its Subsidiaries. As used in this definition, (i) “unrestricted” means the specified asset is not subject to any Liens in favor of any Person and (ii) “cash equivalents” includes overnight deposits and also means that such asset has a liquid, par value in cash and is convertible to cash within 3 months. Notwithstanding anything contained herein to the contrary, the term Unrestricted Cash and Cash Equivalents shall not include the Commitments of the Lenders to make Loans under this Agreement or any other commitments from which the access to such cash or cash equivalents would create Indebtedness.

Unsecured Indebtedness. All Indebtedness of any Person that is not secured by a Lien on any asset of such Person.

U.S. Person. Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

U.S. Tax Compliance Certificate. See §4.13(g)(ii)(B)(iii).

WFB. As defined in the recitals.

wholly-owned Subsidiary. Any Subsidiary (a) (i) of which MCRLP and/or MCRC shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a controlling majority (by number of votes or controlling interests) of the outstanding voting interests and one hundred percent (100%) of the economic interests, of which at least ninety-five percent (95%) of the economic interests shall be owned by MCRLP and (ii) of which MCRC directly or indirectly (through wholly-owned Subsidiaries) acts as sole general partner or managing member or (b) (i) which shall have elected to be treated as a REIT and (ii) of which MCRLP and/or MCRC shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a controlling majority (by number of votes or controlling interests) of the outstanding voting interests and substantially all of the economic interests.

Withholding Agent. The Borrower and the Administrative Agent.

Without Recourse or without recourse. With reference to any obligation or liability of any Person, (a) any obligation or liability for which such Person is not liable or obligated other than as to its interest in a designated Real Estate, the amount of its investment in a joint venture, or other specifically identified asset only, subject to such limited exceptions to the non-recourse

nature of such obligation or liability, such as fraud, misappropriation, misapplication and environmental indemnities, as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such obligation or liability or (b) if such Person is a Single Asset Entity, any liability or obligation of such Person.

§1.2. Rules of Interpretation.

(i) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms (and so amended, modified or supplemented in accordance with this Agreement) or the terms of this Agreement.

(ii) The singular includes the plural and the plural includes the singular.

(iii) A reference to any law includes any amendment or modification to such law.

(iv) A reference to any Person includes its permitted successors and permitted assigns.

(v) Accounting terms (a) not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer and (b) shall not provide for double counting of items included within such term.

(vi) The words “include”, “includes” and “including” are not limiting.

(vii) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in New York, have the meanings assigned to them therein.

(viii) Reference to a particular “§” refers to that section of this Agreement unless otherwise indicated.

(ix) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

(x) Any provision granting any right to the Borrower or any Guarantor during the continuance of (a) an Event of Default shall not modify, limit, waive or estopp the rights of the Lenders during the continuance of such Event of Default, including the rights of the Lenders to accelerate the Loans under §12.1 and the rights of the Lenders under §§12.2 or 12.3, or (b) a Default, shall not extend the time for curing same or modify any otherwise applicable notice regarding same.

(xi) As applied to Real Estate, the word “owns” includes the ownership of the fee interest in such Real Estate or the tenant’s interest in a ground lease of such Real Estate.

§2. THE CREDIT FACILITY.

§2.1. Commitment to Lend.

(a) Term Loans. Subject to the provisions of §2.5 and the other terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower and the Borrower may borrow from each Lender on the Closing Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.5 hereof, such sums as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) equal to such Lender’s Commitment; provided that the sum of the outstanding amount of the Term Loans (after giving effect to all amounts requested) shall not at any time exceed the Total Commitment in effect at such time. The Commitments (other than any New Term Loan Commitment) shall expire on the earlier of the date on which the Term Loans are made hereunder and January 15, 2016.

The Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Loan made pursuant to §2.5 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §10 have been satisfied or waived in accordance with §25 on the Closing Date (if such request was made prior to the Closing Date) or on the date of such request (if a New Term Loan to be made after the Closing Date) and will be satisfied on the proposed Drawdown Date of the requested Loan, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Loan shall be required to be made by any Lender unless all of the conditions contained in §10 have been satisfied or waived in accordance with §25 on the Closing Date or, for any New Term Loan requested after the Closing Date, at the time of any request for a Loan.

§2.2. Incremental Term Loans. The Borrower may by written notice to the Administrative Agent elect to establish one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $50,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective and the New Term Loan shall be funded, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Person (which must either be (x) a Lender or (y) an Eligible Assignee that has been approved in writing by the Borrower and the Administrative Agent) (each, a “New Term Loan Lender”) to which such New Term Loan Commitments will be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment and any Lender that fails to respond to any request for New Term Loan Commitments shall be deemed to have rejected such request. Such New Term Loan Commitments shall become effective as of such Increased Amount Date;

provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in §10.12 shall be satisfied; (3) the Borrower shall be in pro forma compliance with the covenants set forth in §9 after giving effect to such New Term Loan Commitments as of the last day of the most recently ended fiscal quarter for which a compliance certificate has been delivered pursuant to §7.4(c); (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Administrative Agent, and each of which shall be recorded in the Register (as defined in §18.3); and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

On any Increased Amount Date on which any New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto.

The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders.

The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provision of this §2.2.

§2.3. The Notes. Unless any Lender elects not to receive a Note, the Loans shall be evidenced by the Notes. A Note shall be payable to the order of each Lender (other than a Lender which elects to not receive a Note) in an aggregate principal amount equal to such Lender’s Commitment. The Borrower irrevocably authorizes each Lender holding a Note to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal on such Lender’s Notes, an appropriate notation on such Lender’s Note Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on such Lender’s Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Note Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. The Administrative Agent hereby agrees to provide the Borrower with a statement concerning the outstanding

amount of the Loans, in reasonable detail, on a monthly basis. Although each Note shall be dated the applicable Drawdown Date of the Loan evidenced thereby, interest in respect thereof shall be payable only for the periods during which the Loan evidenced thereby to the Borrower is outstanding, and such Notes shall be enforceable, with respect to obligations of the Borrower to pay the principal amount thereof, only to the extent of the unpaid principal amount of the Loans to them as of any date of determination.

§2.4. Interest on Loans; Fees.

(a) Interest on Alternate Base Rate Loans. Except as otherwise provided in §4.9, each Alternate Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §2.9) at a rate equal to the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans, if any.

(b) Interest on LIBOR Rate Loans. Except as otherwise provided in §4.9, each LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of the Interest Period with respect thereto (unless earlier paid in accordance with §2.9) at a rate equal to the LIBOR Rate determined for such Interest Period plus the Applicable Margin for LIBOR Rate Loans.

(c) Interest Payments. The Borrower unconditionally promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

(d) Arrangement Fee. The Borrower agrees to pay to the Administrative Agent, the Syndication Agents and the Arrangers those certain arrangement fees as set forth in those certain several letter agreements dated as of November 10, 2015 between the Borrower, MCRC, the Administrative Agent, JPMorgan, WFB and the Arrangers (collectively, the “Fee Letter”).

(e) Upfront Fee. The Borrower agrees to pay to the Administrative Agent on the Closing Date for the accounts of the Lenders in accordance with their respective Commitments, an upfront fee as set forth in the Fee Letter.

(f) Administrative Fee. The Borrower shall pay to the Administrative Agent an administrative fee as set forth in the Fee Letter.

§2.5. Requests for Loans.

The following provisions shall apply to each request by the Borrower for a Loan:

(i) The Borrower shall submit a Completed Loan Request to the Administrative Agent as provided in this §2.5. Such Completed Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loans requested from the Lenders on the proposed Drawdown Date, unless such Completed Loan Request is withdrawn (x) in the case of a request for a LIBOR Rate

Loan, at least three (3) Business Days prior to the proposed Drawdown Date for such Loan, and (y) in the case of a request for an Alternate Base Rate Loan, at least one (1) Business Day prior to the proposed Drawdown Date for such Loan. Such request may be given by (A) telephone, or (B) a Completed Loan Request; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Completed Loan Request.

(ii) Each Completed Loan Request may be delivered by the Borrower to the Administrative Agent by 12:00 p.m. noon (New York City time) on any Business Day. Such delivery shall be at least one (1) Business Day prior to the proposed Drawdown Date of any Alternate Base Rate Loan, and at least three (3) Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan.

(iii) Each Completed Loan Request shall be signed by a Responsible Officer of the Borrower and shall include a completed writing in the form of Exhibit C hereto (or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)specifying: (1) the principal amount of the Loan requested, (2) the proposed Drawdown Date of such Loan, (3) the Interest Period applicable to such Loan, and (4) the Type of such Loan being requested.

(iv) No Lender shall be obligated to fund any Loan unless:

(a) a Completed Loan Request has been timely received by the Administrative Agent as provided in subsection (i) above; and

(b) both before and after giving effect to the Loan to be made pursuant to the Completed Loan Request, all of the conditions contained in §10 shall have been satisfied or waived in accordance with §25; and

(c) the Administrative Agent shall have received a certificate in the form of Exhibit D hereto signed by the Responsible Officer or other thereon designated officer of the Borrower certifying that, both before and after giving effect to such requested Loan, no Default or Event of Default exists or will exist under this Agreement or any other Loan Document, and that after taking into account such requested Loan, no Default or Event of Default will exist as of the Drawdown Date or thereafter.

(v) The Administrative Agent will cause the Completed Loan Request (and the Certificate in the form of Exhibit D) to be delivered to each Lender in accordance with §14.12 and in any event on the same day that such request is received by the Administrative Agent (in the case of an Alternate Base Rate Loan) and on the same day or the Business Day following the day a Completed Loan Request is received by the Administrative Agent (in the case of a LIBOR Rate Loan).

§2.6. Conversion Options.

(a) The Borrower may elect from time to time by delivering a Conversion Request signed by a Responsible Officer of the Borrower in the form of Exhibit L (or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) to convert any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (ii) with respect to any such conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days prior written notice of such election; (iii) with respect to any such conversion of a LIBOR Rate Loan into an Alternate Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto unless the Borrower pays the related LIBOR Breakage Costs at the time of such conversion and (iv) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $2,000,000 or an integral multiple of $500,000 in excess thereof. Each Conversion Request relating to the conversion of an Alternate Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. Such request may be given by (A) telephone, or (B) a Conversion Request; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Conversion Request.

(b) Any Loan of any Type may be continued as such upon the expiration of the Interest Period with respect thereto (i) in the case of Alternate Base Rate Loans, automatically and (ii) in the case of LIBOR Rate Loans by compliance by the Borrower with the notice provisions contained in §2.6(a) or (c); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing but shall be automatically converted to an Alternate Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Administrative Agent shall notify the Lenders promptly when any such automatic conversion contemplated by this §2.6(b) is scheduled to occur.

(c) In the event that the Borrower does not notify the Administrative Agent of its election hereunder with respect to the continuation of any LIBOR Rate Loan as such, the affected LIBOR Rate Loan shall automatically be continued as a LIBOR Rate Loan with an Interest Period of one (1) month at the end of the applicable Interest Period other than during the continuance of a Default or Event of Default, in which case it will be continued as an Alternate Base Rate Loan at the end of the applicable Interest Period. In such event, the Borrower shall be deemed to have requested a LIBOR Rate Loan hereunder and shall be subject to all provisions of this Agreement relating to LIBOR Rate Loans, including, without limitation, those set forth in §§4.5, 4.6, and 4.8 hereof.

(d) The Borrower may not request or elect a LIBOR Rate Loan pursuant to §2.5, elect to convert an Alternate Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a),

elect to continue a LIBOR Rate Loan pursuant to §2.6(b) or have continued a LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would be greater than eight (8) LIBOR Rate Loans then outstanding.

§2.7. Funds for Loans.

(a) Subject to the other provisions of this §2, not later than 12:00 p.m. (New York City time) on the proposed Drawdown Date of any Loan, each of the Lenders will make available to the Administrative Agent, at the Administrative Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loan; provided that each Lender shall provide notice to the Administrative Agent of its intent not to make available its Commitment Percentage of any requested Loan as soon as possible after receipt of any Completed Loan Request, and in any event not later than 4:00 p.m. (New York City time) on (x) the Business Day prior to the Drawdown Date of any requested Alternate Base Rate Loan and (y) the third Business Day prior to the Drawdown Date of any requested LIBOR Rate Loan. Upon receipt from each Lender of such amount, the Administrative Agent will make available to the Borrower, in the Borrower’s account with the Administrative Agent or as otherwise directed to the Administrative Agent by the Borrower, the aggregate amount of such Loan made available to the Administrative Agent by the Lenders; all such funds received by the Administrative Agent by the times set forth above will be made available to the Borrower not later than 2:00 p.m. on the same Business Day. Funds received after such time will be made available by not later than 12:00 p.m. on the next Business Day. The Administrative Agent hereby agrees to promptly provide the Borrower with a statement confirming the particulars of each LIBOR Rate Loan, in reasonable detail, when each such Loan is made. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent for disbursement to the Borrower the amount of its Commitment Percentage of any requested Loan but in no event shall the Administrative Agent (in its capacity as Administrative Agent) have any obligation to make any funding (other than amounts advanced to the Administrative Agent by the Lenders pursuant to the subject Loan request) or shall any Lender be obligated to fund more than its Commitment Percentage of the requested Loan or to increase its Commitment Percentage on account of such failure or otherwise.

(b) The Administrative Agent may, unless notified to the contrary by any Lender prior to a Drawdown Date, assume that such Lender has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of the Loan to be made on such Drawdown Date, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Lender’s Commitment Percentage of such Loan,

multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of such Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Lender. If the amount of such Lender’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Loans made on such Drawdown Date.

§2.8. Repayment of Loans. The Borrower promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all unpaid principal of the Loans outstanding on such date, together with any and all accrued and unpaid interest thereon and any and all other unpaid amounts due under this Agreement, the Notes or any other of the Loan Documents.

§2.9. Optional Repayments of Loans. The Borrower shall have the right, at its election, to prepay the outstanding amount of the Loans, in whole or in part, at any time without penalty or premium; provided that the outstanding amount of any LIBOR Rate Loans may not be prepaid unless the Borrower pays any LIBOR Breakage Costs for each LIBOR Rate Loan so prepaid at the time of such prepayment. The Borrower shall give the Administrative Agent, no later than 11:00 a.m., New York City time, at least one (1) Business Day’s prior written notice of any prepayment pursuant to this §2.9 of any Alternate Base Rate Loans, and at least three (3) LIBOR Business Days’ notice of any proposed prepayment pursuant to this §2.9 of LIBOR Rate Loans, specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment shall be in an amount of $2,000,000 or integral multiple of $500,000 in excess thereof or, if less, the outstanding balance of the Loans then being repaid, shall be accompanied by the payment of all charges outstanding on all Loans so prepaid and of all accrued interest on the principal prepaid to the date of payment, and shall be applied, in the absence of instruction by the Borrower, first to the principal of Alternate Base Rate Loans and then to the principal of LIBOR Rate Loans, at the Administrative Agent’s option. Amounts prepaid or repaid may not be reborrowed. Unless otherwise directed by Borrower, any prepayments made by the Borrower shall be applied first to any and all Loans outstanding that are not secured by a Refinancing Mortgage (as defined in §7.12), and only to Loans secured by Refinancing Mortgages if there shall be no other Loans outstanding at the time.

§3. [RESERVED].

§4. CERTAIN GENERAL PROVISIONS.

§4.1. Funds for Payments.

(a) All payments of principal, interest, fees, and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Administrative Agent,

for the respective accounts of the Lenders or (as the case may be) the Administrative Agent, at the Administrative Agent’s Head Office, in each case in Dollars and in immediately available funds not later than 2:00 p.m. (New York time) on the date specified herein.

(b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without any setoff, counterclaim, defense or recoupment.

(c) If any Lender shall fail to make any payment required to be made by it pursuant to §2.7(a), §2.7(b), or §14.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) so long as such Lender is a Defaulting Lender, hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

§4.2. Computations. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The outstanding amount of the Loans as reflected on the Note Records from time to time shall constitute prima facie evidence of the principal amount thereof.

§4.3. Inability to Determine LIBOR Rate. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative Agent shall reasonably determine that (x) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Rate Loan, (y) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during any Interest Period or (z) the LIBOR Rate for any requested Interest Period does not adequately and fairly

reflect the cost to the Lenders of funding such LIBOR Rate Loan, the Administrative Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Alternate Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period thereof, become an Alternate Base Rate Loan, and (c) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended (to the extent of the affected Interest Periods), and in the event of a determination described in the preceding sentence with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended, until the Administrative Agent reasonably determines that the circumstances giving rise to such suspension no longer exist, whereupon the Administrative Agent shall so notify the Borrower and the Lenders.

§4.4. Illegality. Subject to §§4.10 and 4.11 hereof, but notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or change in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain or charge interest with respect to LIBOR Rate Loans or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, such Lender shall forthwith give notice of such circumstances (which shall be conclusive and binding on the Borrower) to the Borrower and the other Lenders and thereupon (a) the commitment of such Lender to make, maintain or charge interest with respect to LIBOR Rate Loans or convert Alternate Base Rate Loans to LIBOR Rate Loans shall forthwith be suspended and (b) such Lender’s Commitment Percentage of LIBOR Rate Loans then outstanding shall be converted automatically to Alternate Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law (and if such notice asserts the illegality of such Lender making or maintaining Alternate Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Alternate Base Rate, the interest rate on which Alternate Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Alternate Base Rate), all until such time as it is no longer unlawful for such Lender to make or maintain LIBOR Rate Loans. Subject to §§4.10 and 4.11 hereof, the Borrower hereby agrees to promptly pay the Administrative Agent for the account of such Lender, upon demand, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion required by this §4.4 prior to the last day of an Interest Period with respect to a LIBOR Rate Loan, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder.

§4.5. Additional Costs, Etc. Subject to §§4.10 and 4.11 hereof, if any Change in Law shall:

(a) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(b) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

(c) impose on any Lender or the Administrative Agent any other conditions, requirements cost, or expense with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part;

and the result of any of the foregoing is:

(i) to increase the cost to any Lender of making, funding, converting, continuing, issuing, renewing, extending or maintaining any of the Loans or such Lender’s Commitment, or

(ii) to reduce the amount of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment or any of the Loans, or

(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder,

then; the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent pay to such Lender such additional amounts as such Lender from time to time and as often as the occasion therefor may arise shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, provided that (a) the Borrower shall not be required to compensate a Lender pursuant to this §4.5 for any increased costs incurred or reductions suffered more than twelve (12) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the twelve-month period referred to above shall be extended to include the period of retroactive effect thereof) and (b) such Lender is generally imposing similar charges on its other similarly situated borrowers.

§4.6. Capital Adequacy. Subject to §§4.10 and 4.11 hereof, if after the date hereof any Lender or the Administrative Agent determines in good faith that any Change in Law affecting such Lender or the Administrative Agent or its holding company, if any, regarding capital adequacy or capital or liquidity requirements or ratios has or would have the effect of reducing the return on such Lender’s or the Administrative Agent’s or such holding company’s capital

with respect to any Loans or Commitments to a level below that which such Lender or the Administrative Agent or such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or the Administrative Agent’s or such holding company’s then existing policies with respect to capital adequacy and liquidity and assuming full utilization of such entity’s capital) by any amount deemed by such Lender or (as the case may be) the Administrative Agent to be material, then such Lender or the Administrative Agent may notify the Borrower of such fact. To the extent that the amount of such reduction in the return on capital is not reflected in the Alternate Base Rate, the Borrower agrees to pay such Lender or (as the case may be) the Administrative Agent the amount of such reduction in the return on capital as and when such reduction is determined, within thirty (30) days after presentation by such Lender or (as the case may be) the Administrative Agent of a certificate in accordance with §4.7 hereof which certificate shall be presented within the shorter of such maximum allowable period as permitted by law or such Lender’s internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner; provided that such Lender or the Administrative Agent may deliver such certificate after the Maturity Date with respect to amounts outstanding prior to the Borrower’s satisfaction of all Obligations). Each Lender shall allocate such cost increases among its customers in good faith and on an equitable basis.

§4.7. Certificate. A certificate setting forth any additional amounts payable pursuant to §§4.5 or 4.6 and a brief explanation of such amounts which are due, submitted by any Lender or the Administrative Agent to the Borrower shall be prima facie evidence that such amounts are due and owing.

§4.8. Indemnity. In addition to the other provisions of this Agreement regarding such matters, the Borrower agrees to indemnify the Administrative Agent and each Lender and to hold the Administrative Agent and each Lender harmless from and against any loss, cost or expense (including LIBOR Breakage Costs, but excluding any loss of Applicable Margin on the relevant Loans) that the Administrative Agent or such Lender may sustain or incur as a consequence of (a) the failure by the Borrower to pay any principal amount of or any interest on any LIBOR Rate Loans as and when due and payable, including any such loss or expense arising from any increase in interest or any fees payable by the Administrative Agent or such Lender to lenders of funds obtained by it in order to maintain its LIBOR Rate Loans, (b) the failure by the Borrower to make a borrowing or conversion after the Borrower has given or is deemed pursuant to §2.6(c) to have given a Completed Loan Request for a LIBOR Rate Loan or a Conversion Request to convert an Alternate Base Rate Loan into a LIBOR Rate Loan, and (c) the making of any payment of a LIBOR Rate Loan or the making of any conversion of any such Loan to an Alternate Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Administrative Agent or a Lender to lenders of funds obtained by it in order to maintain any such LIBOR Rate Loans.

§4.9. Interest During Event of Default. During the continuance of an Event of Default, outstanding principal and (to the extent permitted by applicable law) interest on the Loans and all other amounts payable hereunder or under any of the other Loan Documents shall bear interest at a rate per annum equal to four percent (4%) above the rate otherwise then in effect until such amount shall be paid in full.

§4.10. Reasonable Efforts to Mitigate. Each Lender agrees that as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to be affected under §§4.4, 4.5 or 4.6, such Lender will give notice thereof to the Borrower, with a copy to the Administrative Agent and, to the extent so requested by the Borrower and not inconsistent with regulatory policies applicable to such Lender, such Lender shall use reasonable efforts and take such actions as are reasonably appropriate (including the changing of its lending office or branch) if as a result thereof the additional moneys which would otherwise be required to be paid to such Lender pursuant to such sections would be reduced other than for de minimis amounts, or the illegality or other adverse circumstances which would otherwise require a conversion of such Loans or result in the inability to make such Loans pursuant to such sections would cease to exist, and in each case if, as determined by such Lender in its sole discretion, the taking such actions would not adversely affect such Loans.

§4.11. Replacement of Lenders. If any Lender (an “Affected Lender”) (i) makes demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to §§4.4, 4.5 or 4.6, (ii) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in §4.4, or (iii) becomes a Defaulting Lender, the Borrower may, within 90 days of receipt of such demand, notice (or the receipt of notice of occurrence of such other event causing a Lender to become an Affected Lender) as the case may be, by notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender (A) request the Affected Lender to cooperate with the Borrower in obtaining a replacement lender satisfactory to the Administrative Agent and the Borrower (the “Replacement Lender”); (B) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Loans and Commitment, as provided herein, but none of such Lenders shall be under an obligation to do so; or (C) designate a Replacement Lender which is an Eligible Assignee and is reasonably satisfactory to the Administrative Agent other than when an Event of Default has occurred and is continuing and absolutely satisfactory to the Administrative Agent when an Event of Default has occurred and is continuing. If any satisfactory Replacement Lender shall be obtained, and/or any of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Loans and Commitment, then such Affected Lender shall assign, in accordance with §18, all of its Commitment, Loans, Notes and other rights and obligations under this Agreement and all other Loan Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender; provided, however, that (x) such assignment shall be in accordance with the provisions of §18, shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender and/or non-Affected Lenders, as the case may be, and (y) prior to any such assignment, the Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under §§4.4, 4.5, 4.6 and 4.8.

§4.12. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender, the Commitment and outstanding Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have

taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to §25); provided that any waiver, amendment or modification that increases the Commitment of a Defaulting Lender, forgives all or any portion of the principal amount of any Loan or interest thereon owing to a Defaulting Lender, reduces the Applicable Margin on the underlying interest rate owing to a Defaulting Lender or extends the Maturity Date shall require the consent of such Defaulting Lender.

In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Commitment Percentage.

§4.13 Taxes.

(a) [Reserved].

(b) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (g) below.

(ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (g) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this §4.13) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (g) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this §4.13) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it or any Lender for the payment of, any Other Taxes.

(d) Indemnification by the Borrower. The Borrower shall, and does hereby, indemnify each Recipient, within 10 days after Borrower’s receipt of written notice of demand therefor together with a certificate specifying the amount of such payment or liability (with a copy to the Administrative Agent), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall, and does hereby, severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of §18.5 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document

or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this §4.13, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in §4.13(g) (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any

other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit O-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-2 or Exhibit O-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such

payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this §4.13 (including by the payment of additional amounts pursuant to this §4.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to, or to file for or pursue any refund of Taxes on behalf of, the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this §4.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

§5. GUARANTIES.

§5.1. Guaranties. The Guarantors will jointly and severally guaranty all of the Obligations pursuant to its Guaranty. The Obligations are full recourse obligations of the Borrower and each Guarantor, and all of the respective assets and properties of the Borrower and each such Guarantor shall be available for the payment in full in cash and performance of the Obligations (subject to Permitted Liens and senior claims enforceable as senior in accordance with applicable law, without the Lenders hereby agreeing to any such senior claim that is

otherwise prohibited by this Agreement). Other than during the continuance of a Default or Event of Default, at the request of the Borrower, the Guaranty of any Subsidiary Guarantor shall be released by the Administrative Agent if and when (x) all of the Real Estate owned or ground leased by such Subsidiary Guarantor shall cease (not thereby creating a Default or Event of Default) to be owned by such Subsidiary Guarantor or by any other Borrower, Guarantor, Subsidiary or other Affiliate of any of the same or (y) the Borrower at its option elects to no longer treat the Real Estate owned by such Subsidiary Guarantor within the definition of Unencumbered Property, provided the foregoing shall never permit the release of MCRC.

§5.2. Subsidiary Guaranty Proceeds. (a) Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Administrative Agent and the Lenders agree with the Borrower that any funds, claims, or distributions actually received by the Administrative Agent or any Lender for the account of any Lender as a result of the enforcement of, or pursuant to a claim relating solely to the Loans under, any Subsidiary Guaranty, net of the Administrative Agent’s and the Lenders’ expenses of collection thereof (such net amount, “Subsidiary Guaranty Proceeds”), shall be made available for distribution equally and ratably (in proportion of the aggregate amount of principal, interest and other amounts then owed in respect of the Obligations or of the issuance of Public Debt, as the case may be) among the Administrative Agent, the Lenders and the trustee or trustees of any Public Debt so long as the Administrative Agent receives written notice of the amounts then owed under the Public Debt; provided that such agreement to distribute Subsidiary Guaranty Proceeds shall not be effective if the holders of the Public Debt have the benefit of guaranties at any time from the Subsidiaries of the Borrower and have not made a reciprocal agreement to share the proceeds of such guaranties with the Lenders. The Administrative Agent is hereby authorized, by the Borrower, by each Lender and by the Borrower on behalf of each Subsidiary Guarantor to make such Subsidiary Guaranty Proceeds available pursuant to the immediately preceding sentence. No Lender shall have any interest in any amount paid over by the Administrative Agent or any other Lender to the trustee or trustees in respect of any Public Debt (or to the holders thereof) pursuant to the foregoing authorization. This §5.2 shall apply solely to Subsidiary Guaranty Proceeds, and not to any payments, funds, claims or distributions received by the Administrative Agent or any Lender directly or indirectly from Borrower or any other Person (including a Subsidiary Guarantor) other than from a Subsidiary Guarantor pursuant to the enforcement of, or the making of a claim relating solely to the Loans under, a Subsidiary Guaranty. The Borrower is aware of the terms of the Subsidiary Guarantees, and specifically understands and agrees with the Administrative Agent, and the Lenders that, to the extent Subsidiary Guaranty Proceeds are distributed to holders of Public Debt or their respective trustees, such Subsidiary Guarantor has agreed that the Obligations under this Agreement and any other Loan Document will not be deemed reduced by any such distributions, and each Subsidiary Guarantor shall continue to make payments pursuant to its Subsidiary Guaranty until such time as the Obligations have been paid in full (and the Commitments have been terminated).

(b) Nothing contained in this §5.2 shall be deemed (i) to limit, modify, or alter the rights of the Administrative Agent or any of the Lenders under any Subsidiary Guaranty or other Guaranty, (ii) to subordinate the Obligations to any Public Debt, or (iii) to give any holder of Public Debt (or any trustee for such holder) any rights of subrogation.

(c) This §5.2 and each Guaranty are for the sole benefit of the Administrative Agent, the Lenders and their respective successors and assigns. Nothing contained herein or in any Guaranty shall be deemed for the benefit of any holder of Public Debt, or any trustee for such holder, nor shall anything contained herein or therein be construed to impose on the Administrative Agent or any Lender any fiduciary duties, obligations or responsibilities to the holders of any Public Debt or their trustees (including, but not limited to, any duty to pursue any Guarantor for payment under its Subsidiary Guaranty).

§6. REPRESENTATIONS AND WARRANTIES. The Borrower for itself and for MCRC and each Subsidiary insofar as any such statements relate to MCRC or such Subsidiary represents and warrants to the Administrative Agent and the Lenders all of the statements contained in this §6.

§6.1. Authority; Etc.

(a) Organization; Good Standing.

(i) MCRLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; each Subsidiary of MCRLP that owns Real Estate is duly organized or formed, validly existing and in good standing as a corporation or a partnership or other entity, as the case may be, under the laws of the state of its organization or formation; the Borrower and each of the Borrower’s Subsidiaries that owns Real Estate has all requisite partnership or corporate or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Borrower and each of the Borrower’s Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on any of their respective businesses, assets or financial conditions.

(ii) MCRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each Subsidiary of MCRC that owns Real Estate is duly organized or formed, validly existing and in good standing as a corporation or partnership or other entity, as the case may be, under the laws of the state of its organization or formation; MCRC and each of its Subsidiaries that owns Real Estate has all requisite corporate or partnership or other entity, as the case may be, power to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and MCRC and each of its Subsidiaries that owns Real Estate is in good standing as a foreign entity and is duly authorized to do business in the

jurisdictions where such qualification is necessary (including, as to MCRC, in the State of New Jersey) except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on the business, assets or financial condition of MCRC or such Subsidiary.

(b) Capitalization.

(i) The outstanding equity of MCRLP is comprised of a general partner interest and limited partner interests, all of which have been duly issued and are outstanding and fully paid and non-assessable as set forth in Schedule 6.1(b) hereto, as of the Closing Date. All of the issued and outstanding general partner interests of MCRLP are owned and held of record by MCRC. Except as disclosed in Schedule 6.1(b) hereto, as of the Closing Date there are no outstanding securities or agreements exchangeable for or convertible into or carrying any rights to acquire any general partnership interests in MCRLP. Except as disclosed in Schedule 6.1(b), as of the Closing Date, there are no outstanding commitments, options, warrants, calls or other agreements (whether written or oral) binding on MCRLP or MCRC which require or could require MCRLP or MCRC to sell, grant, transfer, assign, mortgage, pledge or otherwise dispose of any general partnership interests of MCRLP. Except as set forth in the Agreement of Limited Partnership of MCRLP, no general partnership interests of MCRLP are subject to any restrictions on transfer or any partner agreements, voting agreements, trust deeds, irrevocable proxies, or any other similar agreements or interests (whether written or oral).

(ii) As of the Closing Date, the authorized capital stock of, or any other equity interests in, each of MCRC’s Subsidiaries are as set forth in Schedule 6.1(b), and the issued and outstanding voting and non-voting shares of the common stock of each of MCRC’s Subsidiaries, and all of the other equity interests in such Subsidiaries, all of which have been duly issued and are outstanding and fully paid and non-assessable, are owned and held of record as set forth in Schedule 6.1(b). Except as disclosed in Schedule 6.1(b), as of the Closing Date there are no outstanding securities or agreements exchangeable for or convertible into or carrying any rights to acquire any equity interests in any of MCRC’s Subsidiaries, and there are no outstanding options, warrants, or other similar rights to acquire any shares of any class in the capital of or any other equity interests in any of MCRC’s Subsidiaries. Except as disclosed in Schedule 6.1(b), as of the Closing Date there are no outstanding commitments, options, warrants, calls or other agreements or obligations (whether written or oral) binding on any of MCRC’s Subsidiaries to issue, sell, grant, transfer, assign, mortgage, pledge or otherwise dispose of any shares of any class in the capital of or other equity interests in any of

MCRC’s Subsidiaries. Except as disclosed in Schedule 6.1(b), as of the Closing Date, no shares of, or equity interests in, any of MCRC’s Subsidiaries held by MCRC are subject to any restrictions on transfer pursuant to any of MCRC’s Subsidiaries’ applicable partnership, charter, by-laws or any shareholder agreements, voting agreements, voting trusts, trust agreements, trust deeds, irrevocable proxies or any other similar agreements or instruments (whether written or oral).

(c) Due Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party and the transactions contemplated hereby and thereby (i) are within the authority of the Borrower and such Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower or such Guarantor and any general partner or other controlling Person thereof, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or such Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or such Guarantor, (iv) do not conflict with any provision of the agreement of limited partnership, any certificate of limited partnership, the charter documents or by-laws of the Borrower or such Guarantor or any general partner or other controlling Person thereof, and (v) do not contravene any provisions of, or constitute a default, Default or Event of Default hereunder or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower or such Guarantor or any of the Borrower’s or such Guarantor’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the condition (financial or otherwise), properties, business or results of operations of the Borrower, the Operating Subsidiaries or any Guarantor) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Borrower, the Operating Subsidiaries or any Guarantor.

(d) Enforceability. Each of the Loan Documents to which the Borrower or any of the Guarantors is a party has been duly executed and delivered and constitutes the legal, valid and binding obligations of the Borrower and each such Guarantor, as the case may be, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and to the fact that the availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

§6.2. Governmental Approvals. The execution, delivery and performance by the Borrower of this Agreement and by the Borrower and each Guarantor of the other Loan Documents to which the Borrower or such Guarantor is a party and the transactions contemplated hereby and thereby do not require (i) the approval or consent of any Governmental Authority other than those already obtained, or (ii) filing with any Governmental Authority, other than filings which will be made with the SEC when and as required by law.

§6.3. Title to Properties; Leases.

The Borrower, MCRC and their respective Subsidiaries that own Real Estate each has good title to all of its respective Real Estate purported to be owned by it, including, without limitation, that:

(a) As of the Closing Date (with respect to Unencumbered Properties designated as such on the Closing Date) or the date of designation as an Unencumbered Property (with respect to Unencumbered Properties acquired and/or designated as such after the Closing Date), and in each case to its knowledge thereafter, (i) the Borrower or a Property Owning Subsidiary holds good and clear record and marketable fee simple or leasehold title to the Unencumbered Properties, subject to no rights of others, including any mortgages, conditional sales agreements, title retention agreements, liens or encumbrances, except for Permitted Liens and, in the case of any ground-leased Unencumbered Property, the terms of such ground lease (which shall be an Eligible Ground Lease), as the same may then or thereafter be amended from time to time in a manner consistent with the requirements for an Eligible Ground Lease and (ii) the Unencumbered Properties satisfy the requirements for an Unencumbered Property set forth in the definition thereof. Schedule 6.3(a) sets forth a list of all Unencumbered Properties as of the Closing Date.

(b) The Borrower, MCRC and each of their Subsidiaries will, as of the Closing Date, own all of the assets as reflected in the financial statements of the Borrower and MCRC described in §6.4 or acquired in fee title (or, if Real Estate, leasehold title under an Eligible Ground Lease) since the date of such financial statements (except property and assets sold or otherwise disposed of in the ordinary course of business since that date).

(c) As of the Closing Date, each of the direct or indirect interests of MCRC, the Borrower or MCRC’s other Subsidiaries in any Partially-Owned Entity that owns Real Estate is set forth on Schedule 6.3(c) hereto, including the type of entity in which the interest is held, the percentage interest owned by MCRC, the Borrower or such Subsidiary in such entity, the capacity in which MCRC, the Borrower or such Subsidiary holds the interest, and MCRC’s, the Borrower’s or such Subsidiary’s ownership interest therein. Schedule 6.3(c) will be updated quarterly at the time of delivery of the financial statements pursuant to §7.4(b).

§6.4. Financial Statements. The following financial statements have been furnished to each of the Lenders:

(a) The audited consolidated balance sheet of MCRC and its Subsidiaries (including, without limitation, MCRLP and its Subsidiaries) as of December 31, 2014 and their related consolidated income statements for the fiscal year ended December 31, 2014. Such balance sheet and income statements have been prepared in accordance with GAAP and fairly present the financial condition of MCRC and its Subsidiaries as of the close of business on the date thereof and the results of operations for the fiscal year then ended. There are no contingent liabilities of MCRC as of such dates involving material amounts, known to the officers of the Borrower or of MCRC, not disclosed in said financial statements and the related notes thereto.

(b) The SEC Filings.

§6.5 Fiscal Year. MCRC, the Borrower and its Subsidiaries each has a fiscal year which is the twelve months ending on December 31 of each calendar year, unless changed in accordance with §8.8 hereof.

§6.6. Franchises, Patents, Copyrights, Etc. The Borrower, MCRC and each of their respective Subsidiaries that owns Real Estate possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their respective businesses substantially as now conducted without known material conflict with any rights of others, including all Permits.

§6.7. Litigation. Except as stated on Schedule 6.7, as updated at the time of each compliance certificate, there are no actions, suits, proceedings or investigations of any kind pending or, to the knowledge of the Borrower, threatened against the Borrower, MCRC or any of their respective Subsidiaries before any court, tribunal or administrative agency or board that, if adversely determined, could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect or materially impair the rights of the Borrower, MCRC or such Subsidiary to carry on their respective businesses substantially as now conducted by them, or result in any substantial liability not adequately covered by insurance, or for which adequate reserves are not maintained, as reflected in the applicable financial statements of MCRLP and MCRC, or which question the validity of this Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.

§6.8. No Materially Adverse Contracts, Etc. None of the Borrower, MCRC or any of their respective Subsidiaries is subject to any charter, corporate, partnership or other legal restriction, or any judgment, decree, order, rule or regulation that has or is reasonably expected to have a Material Adverse Effect. None of the Borrower, MCRC or any of their respective Subsidiaries that owns Real Estate is a party to any contract or agreement that has or is reasonably expected, in the judgment of their respective officers, to have a Material Adverse Effect.

§6.9. Compliance With Other Instruments, Laws, Etc. None of the Borrower, MCRC or any of their respective Subsidiaries that owns Real Estate is in violation of any provision of its partnership agreement, charter documents, bylaws or other organizational documents, as the case may be, or any respective agreement or instrument to which it is subject or by which it or any of its properties (including, in the case of MCRC and MCRLP, any of their respective Subsidiaries) are bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that could reasonably be expected to result, individually or in the aggregate, in the imposition of substantial penalties or have a Material Adverse Effect.

§6.10. Tax Status.

(a) (i) Each of the Borrower, MCRC and their respective Subsidiaries (A) has timely made or filed all federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (B) has paid all taxes and other

governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (C) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, and (ii) there are no unpaid taxes in an aggregate amount in excess of $10,000,000 at any one time claimed to be due by the taxing authority of any jurisdiction for which payment is required to be made in accordance with the provisions of §7.9 and has not been timely made, and the respective officers of the Borrower, MCRC and their respective Subsidiaries know of no basis for any such claim.

(b) To the Borrower’s knowledge, each Partially-Owned Entity (i) has timely made or filed all federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (iii) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the best of the Borrower’s knowledge, except as otherwise disclosed in writing to the Administrative Agent, there are no unpaid taxes in an aggregate amount in excess of $10,000,000 at any one time claimed to be due by the taxing authority of any jurisdiction for which payment is required to be made in accordance with the provisions of §7.9 and has not been timely made by any Partially-Owned Entity, and the officers of the Borrower know of no basis for any such claim.

§6.11. No Event of Default; No Materially Adverse Changes. No Default or Event of Default has occurred and is continuing. Since September 30, 2015 there has occurred no materially adverse change in the financial condition or business of MCRC and its Subsidiaries or MCRLP and its Subsidiaries as shown on or reflected in the SEC Filings or the consolidated balance sheet of MCRC and its Subsidiaries as at September 30, 2015, or the consolidated statement of income for the fiscal quarter then ended, other than changes in the ordinary course of business that have not had a Material Adverse Effect on the Borrower, MCRC and their respective Subsidiaries, taken as a whole.

§6.12. Investment Company Acts;. None of the Borrower, MCRC or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

§6.13. Absence of UCC Financing Statements, Etc. Except for Permitted Liens, as of the Closing Date there will be no financing statement, security agreement, chattel mortgage, real estate mortgage, equipment lease, financing lease, option, encumbrance or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien or encumbrance on, or security interest in, any Unencumbered Property. Neither the Borrower nor MCRC has pledged or granted any lien on or security interest in or otherwise encumbered or transferred any of their respective interests in any Subsidiary (including in the case of MCRC, its interests in MCRLP, and in the case of the

Borrower, its interests in the Operating Subsidiaries and the Property Owning Subsidiaries) or in any Partially-Owned Entity.

§6.14. Absence of Liens The Borrower or a Property Owning Subsidiary is the owner of or the holder of a ground leasehold interest under an Eligible Ground Lease in the Unencumbered Properties free from any lien, security interest, encumbrance and any other claim or demand, except for Permitted Liens.

§6.15. Certain Transactions. Except as set forth on Schedule 6.15 or for transactions that have been determined by the Board of Directors of the relevant Borrower, MCRC or Subsidiary (or its respective general partner) to be on terms as favorable to such Person as in an arms-length transaction with a third party, none of the officers, partners, directors, or employees of the Borrower, MCRC or any of their respective Subsidiaries is presently a party to any transaction with the Borrower, MCRC or any of their respective Subsidiaries (other than for or in connection with services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, partner, director or such employee or, to the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any officer, partner, director, or any such employee or natural Person related to such officer, partner, director or employee or other Person in which such officer, partner, director or employee has a direct or indirect beneficial interest has a substantial interest or is an officer, director, trustee or partner.

§6.16. Employee Benefit Plans.

§6.16.1 In General. Each Employee Benefit Plan and each Guaranteed Pension Plan has been maintained and operated in compliance in all material respects with the provisions of ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions and the bonding of fiduciaries and other persons handling plan funds as required by §412 of ERISA. The Borrower has heretofore delivered to the Administrative Agent the most recently completed annual report, Form 5500, with all required attachments, and actuarial statement required to be submitted under §103(d) of ERISA, with respect to each Guaranteed Pension Plan.

§6.16.2 Terminability of Welfare Plans. No Employee Benefit Plan, which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws. The Borrower may terminate each such Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower without material liability to any Person other than for claims arising prior to termination.

§6.16.3 Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of §302(f) of ERISA, or

otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and neither the Borrower nor MCRC nor any ERISA Affiliate is obligated to or has posted security in connection with an amendment to a Guaranteed Pension Plan pursuant to §307 of ERISA or §401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid through the Closing Date) has been incurred by the Borrower nor MCRC nor any ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event (other than an ERISA Reportable Event as to which the requirement of 30 days’ notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, by more than $500,000.

§6.16.4 Multiemployer Plans. Neither the Borrower nor MCRC nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of §4241 or §4245 of ERISA or is at material risk of entering reorganization or becoming insolvent, or that any Multiemployer Plan intends to terminate or has been terminated under §4041A of ERISA.

§6.17. Regulations U and X. The proceeds of the Loans shall be used for the purposes described in §7.12. No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224, provided the Borrower may purchase MCRC stock as long as it does not at any time cause the Lenders to be in violation of Regulations U and X and such action does not otherwise constitute a Default or an Event of Default.

§6.18. Environmental Compliance. The Borrower has caused environmental assessments to be conducted and/or taken other steps to investigate the past and present environmental condition and usage of the Real Estate and the operations conducted thereon. Based upon such assessments and/or investigation, except as set forth on Schedule 6.18 or in any update to Schedule 6.18 in the case of any new Real Estate that becomes an Unencumbered Property under this Agreement after the Closing Date, to the Borrower’s knowledge, the Borrower represents and warrants that as of the Closing Date as to all Real Estate held by it as of the Closing Date and as of the date any new Real Estate becomes an Unencumbered Property under this Agreement as to such new Unencumbered Property:

(a) None of the Borrower, MCRC, any of their respective Subsidiaries or any operator of the Real Estate or any portion thereof, or any operations thereon is in violation, or alleged violation (in writing), of any judgment, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986 (“XXXX”), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance or order relating to health, safety or the environment (hereinafter “Environmental Laws”), which violation or alleged violation (in writing) has, or its remediation would have, by itself or when aggregated with all such other violations or alleged violations, a Material Adverse Effect or constitutes a Disqualifying Environmental Event.

(b) None of the Borrower, MCRC or any of their respective Subsidiaries has received notice from any third party, including, without limitation, any federal, state or local Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986), (ii) that any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. § 9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws (“Hazardous Substances”) which it has generated, transported or disposed of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Borrower, MCRC or any of their respective Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law, or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances; which event described in any such notice would have a Material Adverse Effect or constitutes a Disqualifying Environmental Event.

(c) (i) No portion of the Real Estate has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of any Real Estate except in accordance with applicable Environmental Laws, (ii) in the course of any activities conducted by the Borrower, MCRC, their respective Subsidiaries or to the knowledge of the Borrower, without any independent inquiry other than as set forth in the environmental assessments, the operators of the Real Estate, or any ground or space tenants on any Real Estate, no Hazardous Substances have been generated or are being used on such Real Estate except in accordance with applicable Environmental Laws, (iii) there has been no present or past releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a “Release”) or threatened Release of Hazardous Substances on, upon, into or from the Real Estate, (iv) to the knowledge of the Borrower without any independent inquiry other than as set

forth in the environmental assessments, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which, through soil or groundwater contamination, may have come to be located on such Real Estate, and (v) any Hazardous Substances that have been generated by the Borrower or MCRC or any of their respective Subsidiaries at any of the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws; any of which events described in clauses (i) through (v) above would have a Material Adverse Effect, or constitutes a Disqualifying Environmental Event.

(d) By virtue of the use of the Loans proceeds contemplated hereby, or as a condition to the effectiveness of any of the Loan Documents, none of the Borrower, MCRC, any Subsidiary or any of the Real Estate is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any Governmental Authority or the recording or delivery to other Persons of an environmental disclosure document or statement.

§6.19. Subsidiaries. As of the Closing Date, Schedule 6.19 sets forth all of the respective Subsidiaries of MCRC or MCRLP, and Schedule 6.19 will be updated annually at the time of delivery of the financial statements pursuant to §7.4(a) to reflect any changes.

§6.20. Loan Documents. All of the representations and warranties of the Borrower and the Guarantors made in this Agreement and in the other Loan Documents or any document or instrument delivered to the Administrative Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects and do not include any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such representations and warranties not materially misleading.

§6.21. REIT Status. MCRC has not taken any action that would prevent it from maintaining its qualification as a REIT or from maintaining such qualification at all times during the term of the Loans.

§6.22. Subsequent Property Owning Subsidiaries. The foregoing representations and warranties in §6.3 through §6.20, as the same are true, correct and applicable to each Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property existing on the Closing Date, and shall be true, correct and applicable to each such subsequent Property Owning Subsidiary in all material respects as of the date it becomes a Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property.

§6.23. OFAC. None of the Borrower, MCRC, or any of their Subsidiaries, or, to the knowledge of the Borrower, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions , (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii)

located, organized or resident in a Designated Jurisdiction. The Borrower, MCRC, their Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, their directors and agents are in compliance with applicable Sanctions in all material respects. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate applicable Sanctions. Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower, MCRC, and their Subsidiaries are in compliance in all material respects with the Act.

§6.24 Anti-Corruption Laws. The Borrower, MCRC and their Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and other similar anti-corruption legislation in other jurisdictions (“Anti-Corruption Laws”), and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. No Loan, use of the proceeds of any Loan or other transactions contemplated hereby will violate Anti-Corruption Laws.

§7. AFFIRMATIVE COVENANTS OF THE BORROWER . The Borrower for itself and on behalf of each of MCRC and their respective Subsidiaries (if and to the extent expressly included in Subsections contained in this Section) covenants and agrees that, so long as any Loan or Note is outstanding or the Lenders have any obligation or commitment to make any Loans:

§7.1. Punctual Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest, fees, charges and other amounts provided for in this Agreement and the other Loan Documents, all in accordance with the terms of this Agreement and the Notes, and the other Loan Documents.

§7.2. Maintenance of Office. The Borrower and each of the Guarantors will maintain its chief executive office in Edison, New Jersey, or at such other place in the United States of America as each of them shall designate upon written notice to the Administrative Agent to be delivered within five (5) days of such change, where notices, presentations and demands to or upon the Borrower and the Guarantors, as the case may be, in respect of the Loan Documents may be given or made.

§7.3. Records and Accounts. The Borrower and MCRC will (a) keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP in all material respects, and will cause each of its Subsidiaries that owns Real Estate to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP in all material respects, (b) maintain adequate accounts and reserves for all taxes (including income taxes), contingencies, depreciation and amortization of its properties and the properties of its Subsidiaries and (c) at all times engage PricewaterhouseCoopers LLP or other Accountants as the independent certified public accountants of MCRC, MCRLP and their respective Subsidiaries and will not permit more than thirty (30) days to elapse between the cessation of such firm’s (or any successor firm’s)

engagement as the independent certified public accountants of MCRC, MCRLP and their respective Subsidiaries and the appointment in such capacity of a successor firm as Accountants.

§7.4. Financial Statements, Certificates and Information. The Borrower will deliver and will cause MCRC to deliver to the Administrative Agent:

(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each of its fiscal years, unless, in the case of MCRC, MCRC has filed for an extension in accordance with §7.4(g) hereof, in which case such annual financial statements shall be due in accordance with the proviso to §7.4(g):

(i) in the case of MCRLP, the audited consolidated balance sheet of MCRLP and its subsidiaries at the end of such year, the related audited consolidated statements of operations, owner’s equity (deficit) and cash flows for the year then ended, in each case (except for statements of cash flow and owner’s equity) with supplemental consolidating schedules provided by MCRLP; and

(ii) in the case of MCRC, the audited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) at the end of such year, the related audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended, in each case with supplemental consolidating schedules (except for statements of cash flow and stockholders’ equity) provided by MCRC;

each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and, in each case, accompanied by an auditor’s report prepared by the Accountants without a “going-concern” or like qualification or exception and without any qualification or exception as to the scope of such audit;

(b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its first three (3) fiscal quarters:

(i) in the case of MCRLP, copies of the unaudited consolidated balance sheet of MCRLP and its subsidiaries as at the end of such quarter, the related unaudited consolidated statements of operations, owner’s equity (deficit) and cash flows for the portion of MCRLP’s fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flow and owner’s equity) provided by MCRLP; and

(ii) in the case of MCRC, copies of the unaudited consolidated balance sheet of MCRC and its subsidiaries (including, without limitation, MCRLP and its subsidiaries) as at the end of such quarter, the related unaudited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the portion of MCRC’s fiscal year then elapsed, with supplemental consolidating schedules (except with respect to statements of cash flow and stockholders’ equity) provided by MCRC;

all in reasonable detail and prepared in accordance with GAAP on the same basis as used in preparation of MCRC’s Form 10-Q statements filed with the SEC, together with a certification by the chief financial officer or senior vice president of finance of MCRLP or MCRC, as applicable, that the information contained in such financial statements fairly presents the financial position of MCRLP or MCRC (as the case may be) and its subsidiaries on the date thereof (subject to year-end adjustments);

(c) simultaneously with the delivery of the financial statements referred to in subsections (a) (for the fourth fiscal quarter of each fiscal year) above and (b) (for the first three fiscal quarters of each fiscal year), a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance of the MCRLP or MCRC, as applicable, and (if applicable) reconciliations to reflect changes in GAAP since the applicable Financial Statement Date, but only to the extent that such changes in GAAP affect the financial covenants set forth in §9 hereof; and, in the case of MCRLP, setting forth in reasonable detail computations evidencing compliance with the covenants contained in §8.6 and §9 hereof;

(d) promptly if requested by the Administrative Agent, a copy of each report (including any so-called letters of reportable conditions or letters of no material weakness) submitted to the Borrower, MCRC or any of their respective Subsidiaries by the Accountants in connection with each annual audit of the books of the Borrower, MCRC, or such Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower, MCRC or any other Guarantor or any such Subsidiary;

(e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower or MCRC (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a Material Adverse Effect;

(f) subject to subsection (g) below, contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the SEC or sent to the stockholders of MCRC;

(g) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of MCRC, copies of the Form 10-K statement filed by MCRC with the SEC for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of MCRC, copies of the Form 10-Q statement filed by MCRC with the SEC for such fiscal quarter, provided that, in either case, if MCRC has filed an extension for the filing of such statements, MCRC shall deliver such statements to the Administrative Agent within ten (10) days after the filing thereof with the SEC which filing shall be within fifteen (15) days of MCRC’s filing for such extension or such sooner time as required to avert a Material Adverse Effect on MCRC;

(h) from time to time, but not more frequently than once each calendar quarter so long as no Default or Event of Default has occurred and is continuing, such other financial

data and information about the Borrower, MCRC, their respective Subsidiaries, the Real Estate and the Partially-Owned Entities as the Administrative Agent or any Lender acting through the Administrative Agent may reasonably request, and which is prepared by such Person in the normal course of its business or is required for securities and tax law compliance, including pro forma financial statements described in §9.9(b)(ii), complete rent rolls for the Unencumbered Properties and summary rent rolls for the other Real Estate, and insurance certificates with respect to the Real Estate (including the Unencumbered Properties) and tax returns (following the occurrence of a Default or Event of Default or, in the case of MCRC, to confirm MCRC’s REIT status), but excluding working drafts and papers and privileged documents; and

(i) simultaneously with the delivery of the financial statements referred to in subsections (a) (for the fourth fiscal quarter of each fiscal year) above and (b) (for the first three fiscal quarters of each fiscal year) above, updates to Schedule 6.3(a) and Schedule 6.3(c) hereto, and simultaneously with the delivery of the financial statements referred to in subsection (a) above, updates to Schedule 6.19 hereto.

§7.5. Notices.

(a) Defaults. The Borrower will, and will cause MCRC and each of their respective Subsidiaries, as applicable, to, promptly notify the Administrative Agent in writing of the occurrence of any Default or Event of Default. If any Person shall give any notice or take any other action in respect of (x) a claimed default (whether or not constituting a Default or Event of Default under this Agreement) or (y) a claimed default by the Borrower, MCRC or any of their respective Subsidiaries, as applicable, under any note, evidence of Indebtedness, indenture or other obligation for borrowed money to which or with respect to which any of them is a party or obligor, whether as principal, guarantor or surety, and such default would permit the holder of such note or obligation or other evidence of Indebtedness to accelerate the maturity thereof or otherwise cause the entire Indebtedness to become due, the Borrower, MCRC or such Subsidiary, as the case may be, shall forthwith give written notice thereof to the Administrative Agent, describing the notice or action and the nature of the claimed failure to comply.

(b) Environmental Events. The Borrower will, and will cause MCRC and each of their respective Subsidiaries to, promptly give notice in writing to the Administrative Agent (i) upon the Borrower’s, MCRC’s or such Subsidiary’s obtaining knowledge of any material violation of any Environmental Law affecting any Real Estate or the Borrower’s, MCRC’s or such Subsidiary’s operations or the operations of any of their Subsidiaries, (ii) upon the Borrower’s, MCRC’s or such Subsidiary’s obtaining knowledge of any known Release of any Hazardous Substance at, from, or into any Real Estate which it reports in writing or is reportable by it in writing to any Governmental Authority and which is material in amount or nature or which could materially adversely affect the value of such Real Estate, (iii) upon the Borrower’s, MCRC’s or such Subsidiary’s receipt of any notice of material violation of any Environmental Laws or of any material Release of Hazardous Substances in violation of any Environmental Laws or any matter that may be a Disqualifying Environmental Event, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) the Borrower’s,

MCRC’s or such Subsidiary’s or any other Person’s operation of any Real Estate, (B) contamination on, from or into any Real Estate, or (C) investigation or remediation of off-site locations at which the Borrower, MCRC or such Subsidiary or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, or (iv) upon the Borrower’s, MCRC’s or such Subsidiary’s obtaining knowledge that any expense or loss has been incurred by such Governmental Authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which the Borrower, MCRC or such Subsidiary or any Partially-Owned Entity may be liable or for which a lien may be imposed on any Real Estate; provided any of which events described in clauses (i) through (iv) above would have a Material Adverse Effect or constitute a Disqualifying Environmental Event with respect to any Unencumbered Property.

(c) Notification of Claims against Unencumbered Properties. The Borrower will, and will cause each Property Owning Subsidiary to, promptly upon becoming aware thereof, notify the Administrative Agent in writing of any setoff, claims, withholdings or other defenses to which any of the Unencumbered Properties are subject, which (i) would have a material adverse effect on the value of such Unencumbered Property, (ii) would have a Material Adverse Effect, or (iii) with respect to such Unencumbered Property, would constitute a Disqualifying Environmental Event or a Lien which is not a Permitted Lien.

(d) Notice of Litigation and Judgments. The Borrower will, and will cause MCRC to, and the Borrower will cause each of its Subsidiaries to, give notice to the Administrative Agent in writing within ten (10) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings an adverse determination in which could reasonably be expected to have a Material Adverse Effect or materially adversely affect any Unencumbered Property, or to which the Borrower, MCRC or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, MCRC or any of their respective Subsidiaries that could reasonably be expected to have a Materially Adverse Effect or materially adversely affect the value or operation of the Unencumbered Properties and stating the nature and status of such litigation or proceedings. The Borrower will, and will cause each of MCRC and their respective Subsidiaries to, give notice to the Administrative Agent, in writing, in form and detail reasonably satisfactory to the Administrative Agent, within ten (10) days of any judgment not covered by insurance, final or otherwise, against the Borrower, MCRC or any of their Subsidiaries in an amount in excess of $5,000,000.

§7.6. Existence of Borrower and Property Owning Subsidiaries; Maintenance of Properties. The Borrower for itself and for each Property Owning Subsidiary insofar as any of the statements in this §7.6 relate to such Property Owning Subsidiary will do or cause to be done all things necessary to, and shall, preserve and keep in full force and effect its existence as a limited partnership or its existence as another legally constituted entity, and will do or cause to be done all things necessary to preserve and keep in full force all of its material rights and franchises and those of its Subsidiaries. The Borrower (a) will cause all necessary repairs, renewals, replacements, betterments and improvements to be made to all Real Estate owned or controlled by it or by any of its Subsidiaries or any Property Owning Subsidiary, all as in the judgment of the Borrower or such Subsidiary or such Property Owning Subsidiary may be

necessary so that the business carried on in connection therewith may be properly conducted at all times, subject to the terms of the applicable Leases and partnership agreements or other entity charter documents, (b) will cause all of its other properties and those of its Subsidiaries and the Property Owning Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries or such Property Owning Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, ordinary wear and tear excepted, and (c) will, and will cause each of its Subsidiaries and each Property Owning Subsidiary to, continue to engage primarily in the businesses now conducted by it and in related businesses consistent with the requirements of the fourth sentence of §7.7 hereof; provided that nothing in this §7.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and such discontinuance does not cause a Default or an Event of Default hereunder and does not in the aggregate have a Material Adverse Effect on the Borrower, MCRC and their respective Subsidiaries taken as a whole.

§7.7. Existence of MCRC; Maintenance of REIT Status of MCRC; Maintenance of Properties. Except as expressly set forth in the second paragraph of this §7.7, the Borrower will cause MCRC to do or cause to be done all things necessary to preserve and keep in full force and effect MCRC’s existence as a Maryland corporation. The Borrower will cause MCRC at all times to maintain its status as a REIT and not to take any action which could lead to its disqualification as a REIT. The Borrower shall cause MCRC at all times to maintain its listing on the New York Stock Exchange or any successor thereto. The Borrower will cause MCRC to continue to operate as a fully-integrated, self-administered and self-managed real estate investment trust which, together with its Subsidiaries (including, without limitation MCRLP) owns and operates an improved property portfolio comprised primarily (i.e., 85% or more by value) of office, office/flex, warehouse, industrial/warehouse and multi-family residential properties. The Borrower will cause MCRC not to engage in any business other than the business of acting as a REIT and serving as the general partner and limited partner of MCRLP, as a member, partner or stockholder of other Persons and as a Guarantor. The Borrower shall cause MCRC to conduct all or substantially all of its business operations through MCRLP or through subsidiary partnerships or other entities in which (x) MCRLP directly or indirectly owns at least 95% of the economic interests and (y) MCRC directly or indirectly (through wholly-owned Subsidiaries) acts as sole general partner or managing member. The Borrower shall cause MCRC not to own real estate assets outside of its interests in MCRLP. The Borrower will cause MCRC and its Subsidiaries to do or cause to be done all things necessary to preserve and keep in full force all of its rights and franchises and those of its Subsidiaries. The Borrower will cause MCRC (a) to cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, ordinary wear and tear excepted, (b) to cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of MCRC may be necessary so that the business carried on in connection therewith may be properly conducted at all times, and (c) to cause each of its Subsidiaries to continue to engage primarily in the businesses now conducted by it and in related businesses, consistent with the requirements of the fourth sentence of this §7.7; provided that nothing in this §7.7 shall prevent MCRC from discontinuing the operation

and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of MCRC, desirable in the conduct of its or their business and such discontinuance does not cause a Default or an Event of Default hereunder and does not in the aggregate materially adversely affect the business of MCRC and its Subsidiaries on a consolidated basis.

Notwithstanding the foregoing, MCRC shall be permitted to change its organizational status to become a Maryland business trust (the “MCRC Organizational Change”), provided the following conditions are satisfied: (i) the Borrower gives the Administrative Agent at least ten (10) Business Days prior written notice of such change; (ii) no Event of Default has occurred and is continuing at the time such change occurs and no Default or Event of Default would result therefrom; (iii) such change would not otherwise reasonably be expected to have a Material Adverse Effect; (iv) MCRC reaffirms its obligations under the MCRC Guaranty; (v) counsel for MCRC issues updated legal opinions reasonably acceptable to the Administrative Agent and its counsel as to the consummation of the MCRC Organizational Change and the continued enforceability of the MCRC Guaranty; and (vi) MCRC and the Borrower provide any other documentation reasonably requested by the Administrative Agent.

§7.8. Insurance. The Borrower will, and will cause MCRC to, maintain with respect to its properties, and will cause each of its Subsidiaries to maintain with financially sound and reputable insurers, insurance with respect to such properties and its business against such casualties and contingencies as shall be commercially reasonable and in accordance with the customary and general practices of businesses having similar operations and real estate portfolios in similar geographic areas and in amounts, containing such terms, in such forms and for such periods as may be reasonable and prudent for such businesses.

§7.9. Taxes. The Borrower will, and will cause MCRC and each of their respective Subsidiaries to, pay or cause to be paid real estate taxes, other taxes, assessments and other governmental charges against the Real Estate before the same become delinquent and will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges imposed upon its sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon any of the Real Estate; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that the Borrower or such Subsidiary will pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. If requested by the Administrative Agent, the Borrower will provide evidence of the payment of real estate taxes, other taxes, assessments and other governmental charges against the Real Estate in the form of receipted tax bills or other form reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, a breach of the covenants in this §7.9 shall only constitute an Event of Default if such breach results in a Material Adverse Effect.

§7.10. Inspection of Properties and Books. The Borrower will, and will cause MCRC and each of their respective Subsidiaries to, permit the Lenders, coordinated through the Administrative Agent, (a) on an annual basis as a group, or more frequently if required by law or by regulatory requirements of a Lender or if a Default or an Event of Default shall have occurred and be continuing, to visit and inspect any of the properties of the Borrower, MCRC or any of their respective Subsidiaries, and to examine the books of account of the Borrower, MCRC and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and (b) to discuss the affairs, finances and accounts of the Borrower, MCRC and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals during normal business hours as the Administrative Agent may reasonably request; provided that the Borrower shall only be responsible for the costs and expenses incurred by the Administrative Agent in connection with such inspections after the occurrence and during the continuance of an Event of Default; and provided further that the Administrative Agent and each Lender agrees to treat any non-public information delivered or made available by the Borrower to it in accordance with the provisions of §30.

§7.11. Compliance with Laws, Contracts, Licenses, and Permits. The Borrower will, and will cause MCRC to, comply with, and will cause each of their respective Subsidiaries to comply with (a) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including, without limitation, all Environmental Laws and all applicable federal and state securities laws, (b) the provisions of its partnership agreement and certificate or corporate charter and other charter documents and by-laws, as applicable, (c) all material agreements and instruments to which it is a party or by which it or any of its properties may be bound (including the Real Estate and the Leases) and (d) all applicable decrees, orders, and judgments; provided that any such decree, order or judgment need not be complied with if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Borrower, MCRC or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; and provided further that the Borrower, MCRC or such Subsidiary will comply with any such decree, order or judgment forthwith upon the commencement of proceedings to foreclose any Lien that may have attached as security therefor.

§7.12. Use of Proceeds. Subject at all times to the other provisions of this Agreement, the Borrower will use the proceeds of the Loans solely for general working capital needs and other general corporate purposes. Without limiting the right of the Borrower to make requests for Loans as provided in §2.5 hereof, it is agreed by the Lenders that, from time to time, on not less than five (5) Business Days’ notice, the Borrower may request proceeds of the Loans be specifically used to refinance certain secured mortgage Indebtedness of the Borrower and/or its Subsidiaries, in which event, a portion of the Loans equal to the amount of the advances made hereunder in connection with such refinancing, at the Borrower’s election, may be secured by a mortgage on the property securing the mortgage to be refinanced (a “Refinancing Mortgage”). Any such Refinancing Mortgage and any other agreement, certifications, opinions and other documents will be (i) in form and substance reasonably acceptable to the Administrative Agent and its counsel, (ii) be consistent in all material respects with the terms of this Agreement, and (iii) subject to being released or assigned by the Administrative Agent at the request of the Borrower (it being understood and agreed that the Administrative Agent shall not be required to give any representations or warranties with respect to any such release or assignment, including

with respect to any aspects of the Indebtedness secured thereby). In addition, in connection with each Refinancing Mortgage, the Administrative Agent, at the request and expense of Borrower, will provide subordination, non-disturbance and attornment agreements. No Real Estate that is subject to a Refinancing Mortgage shall qualify as an Unencumbered Property under this Agreement.

§7.13. Subsidiary Guarantors; Solvency.

(a) If, after the Closing Date, a Subsidiary elects to provide a Subsidiary Guaranty in order to cause Real Estate owned by such Subsidiary to qualify as Unencumbered Property hereunder, the Borrower shall cause such Person (which Person must be or become a wholly-owned Subsidiary) to execute and deliver a Subsidiary Guaranty to the Administrative Agent and the Lenders in substantially the form of Exhibit B hereto. Such Guaranty shall evidence consideration and equivalent value. The Borrower will not permit any Property Owning Subsidiary that owns or ground leases any Unencumbered Properties to have any Subsidiaries unless such Subsidiary’s business, obligations and undertakings are exclusively related to the business of such Property Owning Subsidiary in the ownership of the Unencumbered Properties.

(b) The Borrower, MCRC, and each Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property is solvent, other than for Permitted Event(s) permitted by this Agreement which shall be the only Non-Material Breaches under this §7.13(b). The Borrower and MCRC each acknowledge that, subject to the indefeasible payment and performance in full of the Obligations, the rights of contribution among each of the them and such Property Owning Subsidiaries are in accordance with applicable laws and in accordance with each such Person’s benefits under the Loans and this Agreement. The Borrower further acknowledges that, subject to the indefeasible payment and performance in full of the Obligations, the rights of subrogation of such Property Owning Subsidiaries as against the Borrower and MCRC are in accordance with applicable laws.

§7.14. Further Assurances. The Borrower will, and will cause MCRC and each of their respective Subsidiaries to, cooperate with, and to cause each of its Subsidiaries to cooperate with, the Administrative Agent and the Lenders and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their reasonable satisfaction the transactions contemplated by this Agreement and the other Loan Documents.

§7.15. Environmental Indemnification. The Borrower covenants and agrees that it and its Subsidiaries will indemnify and hold the Administrative Agent and each Lender, and each of their respective Affiliates, harmless from and against any and all claims, expense, damage, loss or liability incurred by the Administrative Agent or any Lender (including all reasonable costs of legal representation incurred by the Administrative Agent or any Lender in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent or any Lender is party thereto, but excluding, as applicable for the Administrative Agent or a Lender, any claim, expense, damage, loss or liability as a result of the gross negligence or willful misconduct of the Administrative Agent or such Lender or any of their respective Affiliates)

relating to (a) any Release or threatened Release of Hazardous Substances on any Real Estate; (b) any violation of any Environmental Laws with respect to conditions at any Real Estate or the operations conducted thereon; (c) the investigation or remediation of off-site locations at which the Borrower, MCRC or any of their respective Subsidiaries or their predecessors are alleged to have directly or indirectly disposed of Hazardous Substances; or (d) any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances relating to Real Estate (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property). In litigation, or the preparation therefor, the Lenders and the Administrative Agent shall be entitled to select their own counsel and participate in the defense and investigation of such claim, action or proceeding, and the Borrower shall bear the expense of such separate counsel of the Administrative Agent and the Lenders if (i) in the written opinion of counsel to the Administrative Agent and the Lenders, use of counsel of the Borrower’s choice could reasonably be expected to give rise to a conflict of interest, (ii) the Borrower shall not have employed counsel reasonably satisfactory to the Administrative Agent and the Lenders within a reasonable time after notice of the institution of any such litigation or proceeding, or (iii) the Borrower authorizes the Administrative Agent and the Lenders to employ separate counsel at the Borrower’s expense. It is expressly acknowledged by the Borrower that this covenant of indemnification shall survive the payment of the Loans and shall inure to the benefit of the Administrative Agent and the Lenders and their respective Affiliates, their respective successors, and their respective assigns under the Loan Documents permitted under this Agreement.

§7.16. Response Actions. The Borrower covenants and agrees that if any Release or disposal of Hazardous Substances shall occur or shall have occurred on any Real Estate owned by it or any of its Subsidiaries, the Borrower will cause the prompt containment and removal of such Hazardous Substances and remediation of such Real Estate if necessary to comply with all Environmental Laws.

§7.17. Environmental Assessments. If the Required Lenders have reasonable grounds to believe that a Disqualifying Environmental Event has occurred with respect to any Unencumbered Property, after reasonable notice by the Administrative Agent, whether or not a Default or an Event of Default shall have occurred, the Required Lenders may determine that the affected Real Estate no longer qualifies as an Unencumbered Property; provided that prior to making such determination, the Administrative Agent shall give the Borrower reasonable notice and the opportunity to obtain one or more environmental assessments or audits of such Unencumbered Property prepared by a hydrogeologist, an independent engineer or other qualified consultant or expert approved by the Administrative Agent, which approval will not be unreasonably withheld, to evaluate or confirm (i) whether any Release of Hazardous Substances has occurred in the soil or water at such Unencumbered Property and (ii) whether the use and operation of such Unencumbered Property materially complies with all Environmental Laws (including not being subject to a matter that is a Disqualifying Environmental Event). Such assessment will then be used by the Administrative Agent to determine whether a Disqualifying Environmental Event has in fact occurred with respect to such Unencumbered Property. All such environmental assessments shall be at the sole cost and expense of the Borrower.

§7.18. Employee Benefit Plans.

(a) In General. Each Employee Benefit Plan maintained by the Borrower, MCRC or any of their respective ERISA Affiliates will be operated in compliance in all material respects with the provisions of ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions.

(b) Terminability of Welfare Plans. With respect to each Employee Benefit Plan maintained by the Borrower, MCRC or any of their respective ERISA Affiliates which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, the Borrower, MCRC, or any of their respective ERISA Affiliates, as the case may be, has the right to terminate each such plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) without material liability other than liability to pay claims incurred prior to the date of termination.

(c) Unfunded or Underfunded Liabilities. The Borrower will not, and will not permit MCRC or any of their ERISA Affiliates to, at any time, have accruing or accrued unfunded or underfunded liabilities with respect to any Employee Benefit Plan, Guaranteed Pension Plan or Multiemployer Plan, or permit any condition to exist under any Multiemployer Plan that would create a withdrawal liability.

§7.19. No Amendments to Certain Documents. The Borrower will not, and will not permit MCRC or any of their respective Subsidiaries to, at any time cause or permit its certificate of limited partnership, agreement of limited partnership, articles of incorporation, by-laws, certificate of formation, operating agreement or other charter documents, as the case may be, to be modified, amended or supplemented in any respect whatever, without (in each case) the express prior written consent or approval of the Administrative Agent, if such changes would adversely affect MCRC’s REIT status or otherwise materially adversely affect the rights of the Administrative Agent and the Lenders hereunder or under any other Loan Document.

§7.20. Distributions in the Ordinary Course. In the ordinary course of business MCRLP causes all of its and MCRC’s Subsidiaries to make net transfers of cash and cash equivalents upstream to MCRLP and MCRC, and MCRLP and MCRC shall continue to follow such ordinary course of business. MCRLP shall not make net transfers of cash and cash equivalents downstream to its and MCRC’s Subsidiaries except for any transfers of cash and cash equivalents in connection with the extension of Intercompany Secured Debt and except in the ordinary course of business consistent with past practice.

§7.21. Anti-Corruption Laws; Sanctions. The Borrower will, and will cause MCRC and each of their Subsidiaries to, conduct its businesses in compliance with Anti-Corruption Laws and applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws.

§8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. The Borrower for itself and on behalf of MCRC and their respective Subsidiaries covenants and agrees that, so

long as any Loan or Note is outstanding or any of the Lenders has any obligation or commitment to make any Loans:

§8.1. Restrictions on Indebtedness.

The Borrower and MCRC may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Indebtedness other than the specific Indebtedness which is prohibited under this §8.1 and with respect to which each of the Borrower and MCRC will not, and will not permit any Subsidiary to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, singularly or in the aggregate as follows:

(a) Indebtedness which would result in a Default or Event of Default under §9 hereof or under any other provision of this Agreement; and

(b) Guarantees of the Indebtedness of any Other Investment which are not permitted under the definition of “Other Investment” herein.

The terms and provisions of this §8.1 are in addition to, and not in limitation of, the covenants set forth in §9 of this Agreement.

§8.2. Restrictions on Liens, Etc. None of the Borrower, MCRC, or any Property Owning Subsidiary will: (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, negative pledge (which, for clarity, shall exclude any agreement that (x) conditions the ability to encumber assets on the maintenance of one or more specified financial covenant ratios or (y) requires the maintenance of one or more specified financial covenant ratios relating to unencumbered assets, but in each case does not generally prohibit the encumbrance of assets or prohibit the encumbrance of specific assets), charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (the foregoing items (a) through (e) being sometimes referred to in this §8.2 collectively as “Liens”), in each case, with respect to any Real Estate that the Borrower has elected to treat as an Unencumbered Property (or the owner thereof); provided that the Borrower, MCRC and any Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens with respect to any Real Estate that the Borrower has elected to treat as an Unencumbered Property (or the owner thereof):

(i) Liens securing taxes, assessments, governmental charges (including, without limitation, water, sewer and similar charges) or levies or claims for labor, material and supplies that are not yet due and payable;

(ii) deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; and deposits with utility companies and other similar deposits made in the ordinary course of business;

(iii) encumbrances on properties consisting of easements, rights of way, covenants, notice of use limitations under Environmental Laws, restrictions on the use of real property and defects and irregularities in the title thereto; landlord’s or lessor’s Liens under Leases to which the Borrower, MCRC, or any Subsidiary is a party or bound; purchase options granted at a price not less than the market value of such property; and other similar Liens or encumbrances on properties, none of which interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the owner thereof, and which matters neither (x) individually or in the aggregate have a Material Adverse Effect nor (xx) make title to such property unmarketable by the conveyancing standards in effect where such property is located;

(iv) any Leases (excluding Synthetic Leases) entered into in good faith with Persons that are not Affiliates; provided that Leases with Affiliates on market terms and with monthly market rent payments required to be paid are Permitted Liens;

(v) Liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal, so long as execution is not levied thereunder or in respect of which, at the time, a good faith appeal or proceeding for review is being prosecuted, and in respect of which a stay of execution shall have been obtained pending such appeal or review; provided that the Borrower shall have obtained a bond or insurance with respect thereto to the Administrative Agent’s reasonable satisfaction; and

(vi) Liens consisting of mortgages, deeds of trust or other security interests granted by a Property Owning Subsidiary to the Borrower, MCRC or a wholly-owned Subsidiary that is not liable for any Recourse Indebtedness to secure intercompany Indebtedness owing from such Property Owning Subsidiary to the Borrower, MCRC or such wholly-owned Subsidiary; provided that at all times such Indebtedness and Liens (sometimes referred to herein collectively as the “Intercompany Secured Debt”) shall be held by the Borrower, MCRC or such wholly-owned Subsidiary and the Borrower’s, MCRC or such wholly-owned Subsidiary’s rights or interests therein shall not be subject to any Liens.

Notwithstanding the foregoing provisions of this §8.2, the failure of any Real Estate to comply with the covenants set forth in this §8.2 shall result in such Real Estate’s no longer qualifying as Unencumbered Property under this Agreement, but such disqualification shall not by itself constitute a Default or Event of Default, unless the cause of such non-qualification otherwise constitutes a Default or an Event of Default.

§8.3. Merger, Consolidation and Disposition of Assets.

None of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:

(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;

(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:

(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property or other Real Estate so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien;

(ii) the Sale of or the granting of an Indebtedness Lien on any Unencumbered Property while a Default or Event of Default has then occurred and is continuing; provided, that (A) the Borrower shall (1) apply the net proceeds of each such permitted Sale or Indebtedness Lien to the repayment of the Loans or (2) segregate the net proceeds of such permitted Sale or Indebtedness Lien in an escrow account with the Administrative Agent or with a financial institution reasonably acceptable to the

Administrative Agent and apply such net proceeds solely to a qualified, deferred exchange under §1031 of the Code or to another use with the prior written approval of the Required Lenders or (3) complete an exchange of such Unencumbered Property for other real property of equivalent value under §1031 of the Code so long as such other real property becomes an Unencumbered Property upon acquisition, (B) no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and (C) prior to the date of such Sale or granting of an Indebtedness Lien for consideration in excess of $25,000,000, and on the date of any release from the escrow account of the proceeds of the qualified, deferred exchange under §1031 of the Code in excess of $25,000,000, the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer and setting forth in reasonable detail computations evidencing compliance with the covenant in §9 hereof and certifying the use of the proceeds of such Sale or Indebtedness Lien and certifying that no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien, and all liabilities fixed or contingent pursuant thereto or to such release of proceeds;

(iii) the Sale of or the granting of an Indebtedness Lien on any Real Estate (other than an Unencumbered Property) while a Default or Event of Default has then occurred and is continuing; provided, that (A) the Borrower shall (1) apply the net proceeds of each such Sale or Indebtedness Lien to the repayment of the Loans or (2) segregate the net proceeds of such Sale or Indebtedness Lien in an escrow account with the Administrative Agent or with a financial institution reasonably acceptable to the Administrative Agent and apply such net proceeds solely to a qualified, deferred exchange under §1031 of the Code or to another use with the prior written approval of the Required Lenders or (3) complete an exchange of such Real Estate for other real property of equivalent value under §1031 of the Code, (B) no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and (C) prior to the date of any such Sale or granting of an Indebtedness Lien for consideration in excess of $75,000,000, the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and

(iv) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than Real Estate) in one or more transactions.

§8.4. Negative Pledge. From and after the date hereof, neither the Borrower nor MCRC will, and will not permit any Subsidiary to, enter into any agreement or permit to exist any agreement by it, containing any provision prohibiting or restricting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, or restricting the ability of the Borrower or MCRC to amend or modify this Agreement

or any other Loan Document, other than the following prohibitions and restrictions on Liens: (a) prohibitions and restrictions on liens for particular assets (other than an Unencumbered Property) set forth in a security instrument in connection with Secured Indebtedness for such assets and the granting or effect of such liens does not otherwise constitute a Default or Event of Default, (b) restrictions imposed by applicable law, (c) customary provisions in joint venture agreements applicable to joint ventures relating to the assets and equity interests of such joint venture, (d) customary restrictions in leases, subleases, licenses and asset sale or acquisition agreements relating to the assets subject thereto, (e) covenants contained in agreements relating to Unsecured Indebtedness permitted by §8.1 to the extent that such restrictions are not materially more restrictive to the Borrower than the covenants contained in this Agreement, and (f) this Agreement and the other Loan Documents. The Borrower shall be permitted a period of (i) thirty (30) days to cure any Non-Material Breach affecting other than MCRC or MCRLP and (ii) ten (10) days to cure any Non-Material Breach affecting MCRC or MCRLP under this §8.4 before the same shall be an Event of Default under §12.1(c).

§8.5. Compliance with Environmental Laws. None of the Borrower, MCRC, or any Subsidiary will do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances except for quantities of Hazardous Substances used in the ordinary course of business and in compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Substances except in compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in compliance with Environmental Laws, or (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release causing a violation of Environmental Laws or a Material Adverse Effect or a violation of any Environmental Law; provided that a breach of this covenant shall result in the affected Real Estate no longer being an Unencumbered Property, but shall only constitute an Event of Default under §12.1(d) if such breach is not a Non-Material Breach.

§8.6. Distributions. During any period when any Event of Default has occurred and is continuing, neither the Borrower nor MCRC will make any Distributions in excess of the Distributions required to be made by it in order to maintain MCRC’s status as a REIT.

§8.7. Employee Benefit Plans. None of the Borrower, MCRC or any ERISA Affiliate will

(a) engage in any “prohibited transaction” within the meaning of §406 of XXXXX xx §0000 of the Code which could result in a material liability for the Borrower, MCRC or any of their respective Subsidiaries; or

(b) permit any Guaranteed Pension Plan to incur an “accumulated funding deficiency”, as such term is defined in §302 of ERISA, whether or not such deficiency is or may be waived; or

(c) fail to contribute to any Guaranteed Pension Plan to an extent which, or terminate any Guaranteed Pension Plan in a manner which, could result in the imposition of a lien or

encumbrance on the assets of the Borrower, MCRC or any of their respective Subsidiaries pursuant to §302(f) or §4068 of ERISA; or

(d) amend any Guaranteed Pension Plan in circumstances requiring the posting of security pursuant to §307 of ERISA or §401(a)(29) of the Code; or

(e) permit or take any action which would result in the aggregate benefit liabilities (with the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding the value of the aggregate assets of such Plans, disregarding for this purpose the benefit liabilities and assets of any such Plan with assets in excess of benefit liabilities;

provided that none of (a) - (e) shall be an Event of Default under §12.1(c) if the prohibited matters occurring are in the aggregate within the Dollar limits permitted within §12.1(l) and are otherwise the subject of the matters that are covered by the Events of Default in §12.1(l)

§8.8. Fiscal Year. The Borrower will not, and will not permit MCRC or any of their respective Subsidiaries to, change the date of the end of its fiscal year from that set forth in §6.5; provided that such persons may change their respective fiscal years if they give the Administrative Agent thirty (30) days prior written notice of such change and the parties make appropriate adjustments satisfactory to the Borrower and the Lenders to the provisions of this Agreement (including without limitation those set forth in §9) to reflect such change in fiscal year.

§8.9. Sanctions. The Borrower will not, and will not permit MCRC or any of their Subsidiaries to, directly or indirectly, use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions.

§8.10. Anti-Corruption Laws. The Borrower will not, and will not permit MCRC or any of their Subsidiaries to, directly or indirectly use the proceeds of any Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and other similar anti-corruption legislation in other jurisdictions.

§9. FINANCIAL COVENANTS OF THE BORROWER. The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any Lender has any obligation or commitment to make any Loan:

§9.1. Leverage Ratio. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the ratio (the “Total Leverage Ratio”) of Consolidated Total Liabilities (net of, as of such date of determination, the amount of Unrestricted Cash and Cash Equivalents in excess of $35,000,000 to the extent that there is an equivalent amount of Consolidated Total Liabilities that matures within twenty-four (24) months of such date of

determination) to Consolidated Total Capitalization to exceed 60%; provided that such ratio may exceed 60% from time to time so long as (a) such ratio does not exceed 65%, (b) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, and (c) the Borrower provides a certificate of a Responsible Officer to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%.

§9.2. Secured Indebtedness. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit Consolidated Secured Indebtedness (net of, as of such date of determination, the amount of Unrestricted Cash and Cash Equivalents in excess of $35,000,000 to the extent that there is an equivalent amount of Consolidated Secured Indebtedness that matures within twenty-four (24) months of such date of determination) to exceed 40% of Consolidated Total Capitalization.

§9.3. [Intentionally Deleted].

§9.4. [Intentionally Deleted.]

§9.5. Fixed Charge Coverage. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit Consolidated Adjusted Net Income to be less than one and one-half (1.5) times Consolidated Fixed Charges, based on the results of the most recent two (2) complete fiscal quarters.

§9.6. Unsecured Indebtedness. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the ratio of (i) Consolidated Unsecured Indebtedness (net of, as of such date of determination, the amount of Unrestricted Cash and Cash Equivalents in excess of $35,000,000 to the extent that there is an equivalent amount of Consolidated Unsecured Indebtedness that matures within twenty-four (24) months of such date of determination) to (ii) the sum (the “Section 9.6 Sum”), without duplication, of (a) aggregate Capitalized Unencumbered Property NOI (other than (1) Acquisition Properties and (2) Unencumbered Properties with a negative Capitalized Unencumbered Property NOI), plus (b) the cost (after taking into account any impairments) of all Unencumbered Properties which are Acquisition Properties, plus (c) the value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties to exceed 60%; provided that such ratio may exceed 60% from time to time so long as (x) such ratio does not exceed 65%, (y) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, and (z) the Borrower provides a certificate of a Responsible Officer to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%; and provided further that for purposes of determining the Section 9.6 Sum, the aggregate amount of the Section 9.6 Sum attributable to investments in Real Estate, other than (x) office, office flex, industrial/warehouse and/or multi-family residential properties and (y) any such other Real Estate that is part of a mixed-use development consisting of at least 50% office, office flex, industrial/warehouse and/or multi-family residential properties (by leasable square footage of such development), taken in the aggregate, shall be limited to fifteen (15%) percent of the Section 9.6 Sum.

§9.7. Unencumbered Property Interest Coverage. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the aggregate Adjusted Unencumbered

Property NOI to be less than two (2) times Consolidated Total Unsecured Interest Expense, based on the results of the most recent two (2) complete fiscal quarters.

§9.8. [Intentionally Deleted.]

§9.9. Covenant Calculations.

(a) For purposes of the calculations to be made pursuant to §§9.1-9.8 (and the defined terms relevant thereto, including, without limitation, those relating to “interest expense” and “fixed charges”), references to Indebtedness or liabilities of the Borrower shall mean Indebtedness or liabilities (including, without limitation, Consolidated Total Liabilities) of the Borrower, plus (but without double-counting):

(i) all Indebtedness or liabilities of the Operating Subsidiaries, MCRC and any other wholly-owned Subsidiary (excluding any such Indebtedness or liabilities owed to the Borrower or MCRC; provided that, as to MCRC, MCRC has a corresponding Indebtedness or liability to the Borrower),

(ii) all Indebtedness or liabilities of each Partially-Owned Entity (including for Capitalized Leases), but only to the extent, if any, that said Indebtedness or liability is Recourse to the Borrower, MCRC or their respective Subsidiaries or any of their respective assets (other than their respective interests in such Partially-Owned Entity); provided that Recourse Indebtedness arising from such Person’s acting as general partner or guarantor of collection only (and not of payment or performance) of a Partially-Owned Entity shall be limited to the amount by which the Indebtedness exceeds the liquidation value of the Real Estate and other assets owned by such Partially-Owned Entity if the creditor owed such Indebtedness is required by law or by contract to seek repayment of such Indebtedness from such Real Estate and other assets before seeking repayment from such Person, and

(iii) Indebtedness or liabilities of each Partially-Owned Entity to the extent of the pro-rata share of such Indebtedness or liability allocable to the Borrower, MCRC or their respective Subsidiaries without double counting.

(b) For purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and all defined terms and calculations using such terms) shall be adjusted (i) to deduct the actual results of any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries during the relevant fiscal period (for Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), and (ii) to the extent applicable, to include the pro rata share of results attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the Borrower and their respective Subsidiaries and from unconsolidated Partially-Owned Entities; provided that income shall not be included until received without restriction in cash by the Borrower.

(c) For purposes of §§9.1 - 9.8 hereof, together with each other section of this Agreement that refers or relates to GAAP, if any change in GAAP after the Financial Statement Date results in a change in the calculation to be performed in any such section, solely as a result of such change in GAAP, then (i) the Borrower’s compliance with such covenant(s) or section shall be determined on the basis of GAAP in effect as of the Financial Statement Date until such provision is amended in accordance with clause (ii) below, and (ii) the Administrative Agent and the Borrower shall negotiate in good faith a modification of any such covenant(s) or sections so that the economic effect of the calculation of such covenant(s) or sections using GAAP as so changed is as close as feasible to what the economic effect of the calculation of such covenant(s) or sections would have been using GAAP in effect as of the Financial Statement Date.

(d) For purposes of §§9.1-9.8 hereof, Consolidated Total Capitalization and the Section 9.6 Sum shall be adjusted (without double-counting) to include the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the Borrower, MCRC or any of their respective Subsidiaries and for which the results have been deducted pursuant to §9.9(b).

§10. CONDITIONS TO THE CLOSING DATE. The obligations of the Lenders to make the initial Term Loans shall be subject to the satisfaction of the following conditions precedent:

§10.1. Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and shall be in full force and effect.

§10.2. Certified Copies of Organization Documents. The Administrative Agent shall have received (i) from the Borrower a copy, certified as of a recent date by the Secretary of State of Delaware and certified as of the Closing Date by a duly authorized officer of the Borrower (or its general partner) to be true and complete, of each of its certificate of limited partnership and agreement of limited partnership as in effect on the Closing Date, and (ii) from MCRC a copy, certified as of a recent date by the Secretary of State of Maryland and certified as of a date within thirty (30) days prior to the Closing Date by the appropriate officer of the State of Maryland to be true and correct, of the corporate charter of MCRC, in each case along with any other organization documents of the Borrower (and its general partner) or MCRC, as the case may be, and each as in effect on the date of such certification.

§10.3. By-laws; Resolutions. All action on the part of the Borrower and MCRC necessary for the valid execution, delivery and performance by the Borrower and MCRC of this Agreement and the other Loan Documents to which any of them is or is to become a party as of the Closing Date shall have been duly and effectively taken, and evidence thereof satisfactory to the Lenders shall have been provided to the Administrative Agent. Without limiting the foregoing, the Administrative Agent shall have received from MCRC true copies of its by-laws and the resolutions adopted by its board of directors authorizing the transactions described herein and evidencing the due authorization, execution and delivery of the Loan Documents to which MCRC and the Borrower are a party, each certified by the secretary as of a recent date to be true and complete.

§10.4. Incumbency Certificate; Authorized Signers. The Administrative Agent shall have received from each of the Borrower and MCRC an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name of each individual who shall be authorized: (a) to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party as of the Closing Date; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests on behalf of the Borrower; and (c) in the case of the Borrower, to give notices and to take other action on behalf of the Borrower under the Loan Documents.

§10.5. Certificates of Insurance. The Administrative Agent shall have received (a) current certificates of insurance as to all of the insurance maintained by the Borrower and its Subsidiaries on the Real Estate (including flood insurance if necessary) from the insurer or an independent insurance broker, identifying insurers, types of insurance, insurance limits, and policy terms; and (b) such further information and certificates from the Borrower, its insurers and insurance brokers as the Administrative Agent may reasonably request.

§10.6. Opinion of Counsel Concerning Organization and Loan Documents. Each of the Lenders and the Administrative Agent shall have received favorable opinions addressed to the Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Lenders and the Administrative Agent from (a) Seyfarth Xxxx LLP, as counsel to the Borrower, MCRC and their respective Subsidiaries, with respect to New York and New Jersey law and certain matters of Delaware law and (b) Xxxxxxx Xxxxx LLP, as corporate counsel to MCRC, with respect to Maryland law.

§10.7. Tax Law Compliance. Each of the Lenders and the Administrative Agent shall also have received from Seyfarth Xxxx LLP, as counsel to the Borrower and MCRC, a favorable opinion addressed to the Lenders and the Administrative Agent, in form and substance satisfactory to each of the Lenders and the Administrative Agent, with respect to the qualification of MCRC as a REIT and certain other tax laws matters.

§10.8. Certifications from Government Officials. The Administrative Agent shall have received long-form certifications from government officials evidencing the legal existence, good standing and foreign qualification of the Borrower and MCRC as of a recent date.

§10.9. Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement, the other Loan Documents and all other documents incident thereto shall be satisfactory in form and substance to each of the Lenders’, the Borrower’s and the Administrative Agent’s counsel, and the Administrative Agent, each of the Lenders and such counsel shall have received all information and such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request.

§10.10. Fees. The Borrower shall have paid to the Administrative Agent, for the accounts of the Lenders, Bank of America, the Arrangers or for its own account, as applicable, all of the fees and expenses that are due and payable as of the Closing Date in accordance with this Agreement and the Fee Letter.

§10.11. Closing Certificate; Compliance Certificate. The Borrower shall have delivered a Closing Certificate to the Administrative Agent, the form of which is attached hereto as Exhibit E. The Borrower shall have delivered a compliance certificate in the form of Exhibit D hereto evidencing compliance with the covenants set forth in §9 hereof, the absence of any Default or Event of Default, and the accuracy of all representations and warranties in all material respects.

§10.12. Representations True; No Event of Default; Compliance Certificate. Each of the representations and warranties of the Borrower and MCRC contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such Loan, with the same effect as if made at and as of that time (except to the extent (i) of changes resulting from transactions contemplated or not prohibited by this Agreement or the other Loan Documents (ii) of changes occurring in the ordinary course of business, (iii) that such representations and warranties relate expressly to an earlier date and (iv) that such untruth is disclosed when first known to the Borrower or MCRC in the next delivered compliance certificate, and is a Non-Material Breach); and no Default or Event of Default under this Agreement shall have occurred and be continuing on the date of any Loan Request or on the Drawdown Date of any Loan. Each of the Lenders shall have received a certificate of the Borrower as provided in §2.5(iv)(c).

§10.13. No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of the Administrative Agent or any Lender would make it illegal for any Lender to make such Loan.

§10.14. Governmental Regulation. Each Lender shall have received such statements in substance and form reasonably satisfactory to such Lender as such Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System.

Without limiting the generality of §14.4, for purposes of determining compliance with the conditions specified in this §10, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

§10A. Subsequent Subsidiary Guarantors. As a condition to the effectiveness of any subsequent Subsidiary Guaranty, each subsequent Subsidiary Guarantor shall deliver such documents, agreements, instruments and opinions as the Administrative Agent shall reasonably require as to such Subsidiary Guarantor that are analogous to the deliveries made by the Borrower as of the Closing Date pursuant to §10.2 through §10.4 and §10.8. For avoidance of doubt, this §10A is not considered a part of §10 for purposes of this Agreement.

§11. [RESERVED].

§12. EVENTS OF DEFAULT; ACCELERATION; ETC.

§12.1. Events of Default and Acceleration. If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; none of the foregoing is a Non-Material Breach.

(b) the Borrower shall fail to pay any interest on the Loans or any other sums due hereunder or under any of the other Loan Documents (including, without limitation, amounts due under §7.15) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for five (5) days; none of the foregoing is a Non-Material Breach.

(c) the Borrower, MCRC or any of their respective Subsidiaries shall fail to comply with any of their respective covenants contained in: §7.1 within ten (10) days of any such amount being due (except with respect to interest, fees and other sums covered by clause (b) above or principal covered by clause (a) above); §7.6 (as to the legal existence of MCRLP for which no period to cure is granted); §7.7 (as to the legal existence and REIT status of MCRC for which no period to cure is granted); §7.12; §7.19 within ten (10) days of the occurrence of same; §8 (except with respect to §8.4 for Non-Material Breaches only, or §8.5); or §9; none of the foregoing is a Non-Material Breach.

(d) the Borrower, MCRC or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any other Loan Document (other than those specified elsewhere in this §12) and such failure continues for thirty (30) days (other than a Non-Material Breach (excluding §8.4 for which the Non-Material Breach must be cured within the thirty or ten days, as applicable, provided therein) and such cure period shall not extend any specific cure period set forth in any term, covenant or agreement covered by this §12.1(d)).

(e) any representation or warranty of the Borrower, MCRC or any of their respective Subsidiaries in this Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated (other than a Non-Material Breach).

(f) the Borrower, MCRC or any of their respective Subsidiaries shall (i) fail to pay at maturity, or within any applicable period of grace or cure, any obligation for borrowed money or credit received by it (other than current obligations in the ordinary course of business) or in respect of any Capitalized Leases, in each case only in respect of any Recourse obligations or credit in an aggregate amount in excess of $50,000,000 (determined in accordance with §9.9 hereof) or (ii) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received

(other than current obligations in the ordinary course of business) or in respect of any Capitalized Leases, in each case only in respect of any Recourse obligations or credit in an aggregate amount in excess of $50,000,000 (determined in accordance with §9.9 hereof), for such period of time (after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require any such obligations to be prepaid, redeemed, repurchased or defeased prior to the maturity thereof; and none of the foregoing is a Non-Material Breach.

(g) the Borrower, MCRC, or any Material Subsidiary excluding any Material Subsidiary which is the subject of a Permitted Event) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) or of any substantial part of the properties or assets of the Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) or shall commence any case or other proceeding relating to the Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) and (i) the Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) shall indicate its approval thereof, consent thereto or acquiescence therein or (ii) any such petition, application, case or other proceeding shall continue undismissed, or unstayed and in effect, for a period of seventy-five (75) days.

(h) a decree or order is entered appointing any trustee, custodian, liquidator or receiver or adjudicating the Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) in an involuntary case under federal bankruptcy laws as now or hereafter constituted, and such proceeding, decree or order shall continue undismissed, or unstayed and in effect, for a period of seventy-five (75) days.

(i) there shall remain in force, undischarged, unsatisfied and unstayed, for a period of more than thirty (30) days, any uninsured final judgment against the Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against the Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of a Permitted Event) exceeds in the aggregate $10,000,000.

(j) any of the Loan Documents or any material provision of any Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Administrative Agent, or any Guaranty shall be canceled, terminated, revoked or rescinded at any time or for any reason whatsoever, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries or MCRC or any of its Subsidiaries, or any court or any other Governmental Authority of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable as to any material terms thereof, other than as any of the same may occur from a Permitted Event permitted by this Agreement.

(k) any “Event of Default” or default (after notice and expiration of any period of grace, to the extent provided, and if none is specifically provided or denied, then for a period of thirty (30) days after notice), as defined or provided in any of the other Loan Documents, shall occur and be continuing.

(l) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $5,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $5,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of §302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; to the extent that any breach of §6.16 or §7.18 is a matter that constitutes a specific breach of a provision of this §12.1(l), the breach of §6.16 or §7.18 shall not be a Non-Material Breach.

(m) Notwithstanding the provisions of §8.3(a), (x) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 40% or more of the outstanding shares of voting stock of MCRC in a transaction or a series of related transactions or (y) occupation of a majority of the seats (other than vacant seats) on the board of directors of MCRC by Persons who were neither (i) nominated by the board of directors of MCRC nor (ii) appointed by directors so nominated;

then, and in any such event, so long as the same may be continuing, the Administrative Agent with the consent of the Required Lenders may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and MCRC; provided that in the event of any Event of Default specified in §12.1(g) or §12.1(h) with respect to the Borrower or MCRC, all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the any of Administrative Agent or action by the Lenders or the Administrative Agent.

A Non-Material Breach shall require that the Borrower commence and continue to exercise reasonable diligent efforts to cure such breach (which shall occur within any specific time period for curing a Non-Material Breach elsewhere set forth in this Agreement if any). Such efforts may include the removal of the affected Property as an Unencumbered Property pursuant to a Permitted Event or otherwise so long as such removal (i) cures such Non-Material Breach (ii) does not otherwise cause a Default or Event of Default, and (iii) does not have a Material Adverse Effect on the Borrower, MCRC, and their respective Subsidiaries, taken as a whole. Continuing failure of the Borrower to comply with the requirements to commence and continue to exercise reasonable diligent efforts to cure such Non-Material Breach shall constitute a material breach after notice from the Administrative Agent.

§12.2. Termination of Commitments. If any one or more Events of Default specified in §12.1(g) or §12.1(h) with respect to the Borrower or MCRC shall occur, any unused portion of the Commitments hereunder shall forthwith terminate and the Lenders shall be relieved of all obligations to make Loans to the Borrower. If any other Event of Default shall have occurred and be continuing, whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Administrative Agent with the consent of the Required Lenders may, and upon the request of the Required Lenders shall, by notice to the Borrower, terminate the unused portion of the credit hereunder, and upon such notice being given such unused portion of the credit hereunder shall terminate immediately and each of the Lenders shall be relieved of all further obligations to make Loans. No such termination of the credit hereunder shall relieve the Borrower or any Guarantor of any of the Obligations or any of its existing obligations to the Lenders arising under other agreements or instruments.

§12.3. Remedies. In the event that one or more Events of Default shall have occurred and be continuing, whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Required Lenders may direct the Administrative Agent to proceed to protect and enforce the rights and remedies of the Administrative Agent and the Lenders under this Agreement, the Notes, any or all of the other Loan Documents or under applicable law by suit in equity, action at law or other appropriate proceeding (including for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents or any instrument pursuant to which the Obligations are evidenced and, to the full extent permitted by applicable law, the obtaining of the ex parte appointment of a receiver), and, if any amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right or remedy of the Administrative Agent and

the Lenders under the Loan Documents or applicable law. No remedy herein conferred upon the Lenders or the Administrative Agent or the holder of any Loan or Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under any of the other Loan Documents or now or hereafter existing at law or in equity or by statute or any other provision of law.

§13. SETOFF. Without demand or notice, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch at which such deposits are held, but specifically excluding tenant security deposits, other fiduciary accounts and other segregated escrow accounts required to be maintained by the Borrower for the benefit of any third party) or other sums credited by or due from any of the Lenders to the Borrower or its Subsidiaries or any other property of the Borrower or its Subsidiaries in the possession of the Administrative Agent or a Lender may be applied to or set off against the payment of the Obligations. Each of the Lenders agrees with each other Lender that (a) if pursuant to any agreement between such Lender and the Borrower (other than this Agreement or any other Loan Document), an amount to be set off is to be applied to Indebtedness of the Borrower to such Lender, other than with respect to the Obligations, such amount shall be applied ratably to such other Indebtedness and to the Obligations, and (b) if such Lender shall receive from the Borrower or its Subsidiaries, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, enforcement of the Obligations by proceedings against the Borrower or its Subsidiaries at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Note or Notes and Loans held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes and Loans held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise, as shall result in each Lender receiving in respect of the Loans and Notes held by it, its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, no Lender shall exercise a right of setoff if such exercise would limit or prevent the exercise of any other remedy or other recourse against the Borrower or its Subsidiaries; and provided further, if a Lender receives any amount in connection with the enforcement by such Lender against any particular assets held as collateral for Secured Indebtedness existing on the date hereof and unrelated to the Obligations which is owing to such Lender by the Borrower, such Lender shall not be required to ratably apply such amount to the Obligations.

§14. THE ADMINISTRATIVE AGENT.

§14.1. Authorization. (a) Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. With the exception of §14.1(b) and §14.9 hereof, the provisions of this §14 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third-party

beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in §25), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, MCRC or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.

(b) The Borrower, without further inquiry or investigation, shall, and is hereby authorized by the Lenders to, assume that all actions taken by the Administrative Agent hereunder and in connection with or under the Loan Documents are duly authorized by the Lenders. The Lenders shall notify the Borrower of any successor to Administrative Agent in accordance with §14.9 by a writing signed by Required Lenders.

(c) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

§14.2. Employees and Agents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

§14.3. No Liability. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in §25) or in the absence of its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment.

§14.4. No Representations. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in §10 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

§14.5. Payments.

(a) A payment by the Borrower to the Administrative Agent hereunder or any of the other Loan Documents for the account of any Lender shall constitute a payment to such Lender. The Administrative Agent agrees to distribute to each Lender such Lender’s pro rata share of payments received by the Administrative Agent for the account of the Lenders, as provided herein or in any of the other Loan Documents. All such payments shall be made on the date received, if before 1:00 p.m., and if after 1:00 p.m., on the next Business Day. If payment is not made on the day received, interest thereon at the overnight federal funds effective rate shall be paid pro rata to the Lenders.

(b) If in the reasonable opinion of the Administrative Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in material liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction, provided that interest thereon at the overnight federal funds effective rate shall be paid pro rata to the Lenders. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Administrative Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Administrative Agent its

proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

§14.6. Holders of Notes. The Administrative Agent may deem and treat the payee of any Notes or Loans as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee.

§14.7. Indemnity. The Lenders ratably and severally agree hereby to indemnify and hold harmless the Administrative Agent (in its capacity as such and not in its capacity as a Lender) and its Affiliates from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Administrative Agent has not been reimbursed by the Borrower as required by §15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby, or the Administrative Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Administrative Agent’s or such Affiliate’s willful misconduct or gross negligence as determined by a court of competent jurisdiction by a final and non-appealable judgment. Nothing in this §14.7 shall limit any indemnification obligations of the Borrower hereunder.

§14.8. Administrative Agent as Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

§14.9. Successor Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is found by a court of competent jurisdiction in a final and non-appealable judgment to have engaged in gross negligence or willful misconduct in its capacity as Administrative Agent, the Required Lenders

may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in §4.13(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this §14 and §15 and §16 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

§14.10. Notices. Any notices or other information required hereunder to be provided to the Administrative Agent and any formal statement or notice given by the Administrative Agent to the Borrower or any Lender shall be promptly forwarded by the Administrative Agent to each of the other Lenders.

§14.11. Other Agents. Anything herein to the contrary notwithstanding, none of the Syndication Agents, Documentation Agents, Managing Agents, Bookrunners, or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder and except for the obligations of the Arrangers arising under §2.2 of this Agreement.

§15. EXPENSES. The Borrower agrees to pay (a) the reasonable costs incurred by Bank of America, JPMorgan, WFB and the Arrangers in producing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) the reasonable fees, expenses and disbursements of one outside counsel to both the Administrative Agent and the Syndication Agents, and one local counsel to the Administrative Agent and the Syndication Agents, in each case incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, each closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (c) the reasonable fees, expenses and disbursements of the Administrative Agent and the Syndication Agents incurred by the Administrative Agent and the Syndication Agents in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, each closing hereunder, any amendments, modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of any Loan Document upon payment in full in cash of all of the Obligations or pursuant to any terms of such Loan Document for providing for such cancellation, including, without limitation, the reasonable fees and disbursements (including, without limitation, reasonable photocopying costs) of one counsel to the Administrative Agent and the Syndication Agents in preparing the documentation, (d) the reasonable fees, costs, expenses and disbursements of the Arrangers and their Affiliates incurred in connection with the syndication and/or participations of the Loans, including, without limitation, costs of preparing syndication materials and photocopying costs, subject to the limitations set forth in the Fee Letter, (e) all reasonable expenses (including reasonable attorneys’ fees and costs, which attorneys may be employees of any Lender or the Administrative Agent or the Syndication Agents, and the fees and costs of appraisers, engineers, investment bankers, surveyors or other experts retained by any Lender or the Administrative Agent or the Syndication Agents in connection with any such enforcement, preservation proceedings or dispute) incurred by any Lender or the Administrative Agent or the Syndication Agents in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or any of its Subsidiaries or any Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default (including, without limitation, expenses incurred in any restructuring and/or “workout” of the Loans), and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to any Lender’s or the Administrative Agent’s relationship with the Borrower, MCRC or any of their respective Subsidiaries, in each case with respect to the Obligations, (f) all reasonable fees, expenses and disbursements of the Administrative Agent incurred in connection with UCC searches and (g) all costs incurred by the Administrative Agent in the future in connection with its inspection of the Unencumbered Properties after the occurrence and during the continuance of an Event of Default. The covenants of this §15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes.

§16. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Syndication Agents, the Arrangers and each of the Lenders and the shareholders, directors, agents, officers, employees, subsidiaries and affiliates of the Administrative Agent, the Syndication Agents, the Arrangers and each of the Lenders (“Related Parties”) from and against any and all claims, actions and suits sought or brought by a third party, whether groundless or otherwise, and from and against any and all liabilities, losses, settlement payments, obligations, damages and expenses of every nature and character, including

reasonable legal fees and expenses, arising out of or resulting in any way from this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or which otherwise arise in connection with the financing, including, without limitation, (a) any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the Loans, (b) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (c) pursuant to §7.15 hereof, in each case including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified Person is a party thereto) IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH PERSON, provided, however, that the Borrower shall not be obligated under this §16 to indemnify any Person for liabilities arising from such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. In litigation, or the preparation therefor, the Borrower shall be entitled to select counsel reasonably acceptable to the Required Lenders, and the Lenders (as approved by the Required Lenders) shall be entitled to select their own supervisory counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of each such counsel if (i) in the written opinion of counsel to the Administrative Agent, the Syndication Agents, the Arrangers or the Lenders, as the case may be, use of counsel of the Borrower’s choice could reasonably be expected to give rise to a conflict of interest, (ii) the Borrower shall not have employed counsel reasonably satisfactory to the Administrative Agent, the Syndication Agents, the Arrangers or the Lenders, as the case may be, within a reasonable time after notice of the institution of any such litigation or proceeding or (iii) the Borrower authorizes the Administrative Agent, the Syndication Agents, the Arrangers or the Lenders, as the case may be, to employ separate counsel at the Borrower’s expense. If and to the extent that the obligations of the Borrower under this §16 are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. The provisions of this §16 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder and shall continue in full force and effect as long as the possibility of any such claim, action, cause of action or suit exists.

§17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents shall be deemed to have been relied upon by the Lenders, the Administrative Agent and the Syndication Agents, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated (regardless of any investigation made by the Administrative Agent or any Lender), and shall continue in full force and effect so long as the Loans, the Notes or any of the other Loan Documents remains outstanding or any Lender has any obligation to make any Loans. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Administrative Agent or the

Syndication Agents at any time by or on behalf of the Borrower or any of its Subsidiaries or any Guarantor pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrower or such Subsidiary or such Guarantor hereunder.

§18. ASSIGNMENT; PARTICIPATIONS; ETC.

§18.1. Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it; provided that (a) (i) except in the case of an assignment to a Lender or a Lender Affiliate, the Administrative Agent shall have the right to approve any Eligible Assignee, which approval will not be unreasonably withheld or delayed and (ii) and, except (x) in the case of an assignment to a Lender or a Lender Affiliate or (y) if an Event of Default shall have occurred and be continuing, the Borrower shall have the right to approve any Eligible Assignee, which approval shall not be unreasonably withheld or delayed, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement as to such interests, rights and obligations under this Agreement so assigned, (c) except in the case of an assignment to a Lender or a Lender Affiliate, each such assignment shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (d) unless the assigning Lender shall have assigned its entire Loans and/or Commitment, each Lender shall have at all times an amount of its Loans and/or Commitment of not less than $10,000,000, (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an assignment and assumption, substantially in the form of Exhibit F hereto (an “Assignment and Assumption”), together with any Notes subject to such assignment and (f) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrower, MCRC and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.3, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §4.5, §4.6 and §16 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment will constitute a waiver or release of any claim of any party hereto with respect to obligations which arose prior to the effective date of such assignment. Without limiting the foregoing, no assignment by a Defaulting Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. If the consent of the Borrower is required pursuant to this §18.1, and the Borrower does not respond to the Administrative Agent’s request for consent within ten (10) Business Days of receipt of such written request, the consent shall be deemed given.

§18.2. Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment and Assumption, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto; (b) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any Guarantor or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in §6.4 and §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (d) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (g) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and (h) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption.

§18.3. Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages of, and principal amount of the Loans owing to, the Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such

recordation other than assignments pursuant to §4.11, the assigning Lender agrees to pay to the Administrative Agent a registration fee in the sum of $3,500.

§18.4. New Notes. Upon its receipt of an Assignment and Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt written notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to §10.6 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to the Borrower.

§18.5. Participations. Each Lender may sell participations to one or more banks or other entities (other than (x) the Borrower, MCRC and their respective Subsidiaries and Affiliates, (y) a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the benefit of, a natural Person, or (z) Defaulting Lender or a Subsidiary of Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents without notice or consent of the Borrower, Administrative Agent or any other party hereto; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder to the Borrower and the Administrative Agent and the Lender shall continue to exercise all approvals, disapprovals and other functions of a Lender, (b) the only rights granted to the participant pursuant to such participation arrangements with respect to waivers, amendments or modifications of, or approvals under, the Loan Documents shall be the rights to approve waivers, amendments or modifications that would reduce the principal of or the interest rate on any Loans, extend the term (other than any extension contemplated by the definition of “Maturity Date”) or increase the amount of the Commitment of such Lender as it relates to such participant, reduce the amount of any fees to which such participant is entitled or extend any regularly scheduled payment date for principal or interest, and (c) no participant shall have the right to grant further participations or assign its rights, obligations or interests under such participation to other Persons without the prior written consent of the Administrative Agent (not to be unreasonably withheld).

The Borrower agrees that each Participant shall be entitled to the benefits of §4.5, §4.6, §4.8, and §4.13 (subject to the requirements and limitations therein, including the requirements under §4.13(g) (it being understood that the documentation required under Section §4.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to §18.1; provided that such Participant (A) agrees

to be subject to the provisions of §4.10 and §4.11 as if it were an assignee under §18.1; and (B) shall not be entitled to receive any greater payment under §4.5, §4.6, or §4.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

§18.6. Pledge by Lender. Notwithstanding any other provision of this Agreement, any Lender at no cost to the Borrower may at any time pledge or assign, or grant a security interest in, all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any Person. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents.

§18.7. Successors and Assigns; No Assignment by Borrower. This Agreement and the other Loan Documents shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, the Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without prior Unanimous Lender Approval and the prior written consent of the Administrative Agent (and any such attempted assignment or transfer by the Borrower without such consent shall be null and void) and no Lender may assign or otherwise transfer its rights and obligations hereunder except in accordance with this §18. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in §18.5) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement..

§18.8. Disclosure. The Borrower agrees that, in addition to disclosures made in accordance with standard banking practices, any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder, provided that such Lender first obtains a written confidentiality agreement in favor of the Borrower from the recipient of any such information as required by

§30 hereof. Any such disclosed information shall be treated by any assignee or participant and potential assignees or participants with the same standard of confidentiality set forth in §30 hereof.

§18.9. Syndication. The Borrower acknowledges that the Administrative Agent and the Syndication Agents intend, and shall have the right, by themselves or through their Affiliates, to syndicate or enter into co-lending arrangements with respect to the Loans and the Total Commitment pursuant and subject to this §18, and the Borrower agrees to reasonably cooperate with the Administrative Agent’s, the Syndication Agents’ and their Affiliates’ syndication and/or co-lending efforts, such cooperation to include, without limitation, the provision of information reasonably requested by potential syndicate members.

§19. NOTICES, ETC. (a) Except as otherwise expressly provided in this Agreement, all notices and other communications made or required to be given pursuant to this Agreement or the Notes or the other Loan Documents shall be in writing and shall be delivered in hand, or mailed by United States registered or certified first class mail, return receipt requested, postage prepaid; or sent by overnight courier; or sent by facsimile and confirmed by delivery via overnight courier or postal service; addressed as follows:

(i) if to the Borrower or any Guarantor, to it at Xxxx-Xxxx Realty Corporation, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: Xxxx Xxxxxx, Esq., Chief Legal Officer, and Xx. Xxxxxxx Xxxx, Chief Financial Officer, with a copy to Xxxxx Xxxxxxx, Esq., Seyfarth Xxxx LLP, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or to such other address for notice as the Borrower or any Guarantor shall have last furnished in writing to the Administrative Agent;

(ii) if to the Administrative Agent, to it at Bank of America, N.A., Global Technology Operations, MC# IL4-135-09-61, 000 X. XxXxxxx Xxxxxx, Xxxxxxx, XX 00000; Attention: Xxxxxx Xxxxx, Agency Management, (Telecopy No. 877-206-8413), with copies to Bank of America, N.A., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000; Attention: Xxxx Xxxxxxx, Real Estate Corporate Banking (Telecopy No. 214-209-0995), or at such other address for notice as the Administrative Agent shall last have furnished in writing to the Person giving the notice; and

(iii) if to any Lender, at the address set forth in its Administrative Questionnaire, or such other address for notice as such Lender shall have last furnished in writing to the Person giving the notice, provided that if the Borrower has not been provided with a copy of a Lender’s Administrative Questionnaire or otherwise furnished with such Lender’s address, Borrower shall be permitted to deliver notices to such Lender care of the Administrative Agent at its address set forth above.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient), provided that such notice is confirmed by delivery via overnight courier or

postal service as required above. Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to §2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent (or the Borrower, in the case of notice to it) otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform.

(i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”) in accordance with its obligations under §30.

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. Except as provided in §24, in no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages

of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through the Xxxxxxxx.

§00. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH OF THE BORROWER AND THE GUARANTORS AND THE ADMINISTRATIVE AGENT AND THE LENDERS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK, NEW YORK AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE GUARANTORS OR THE ADMINISTRATIVE AGENT OR THE LENDERS BY MAIL AT THE ADDRESS SPECIFIED IN §19. EACH OF THE BORROWER AND THE GUARANTORS AND THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVES ANY OBJECTION THAT EITHER OF THEM MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

§21. HEADINGS. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

§22. COUNTERPARTS. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic methods shall be effective as delivery of a manually executed counterpart of this Agreement.

§23. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby, may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties, and supersede any and all previous agreements and understandings, oral or written, relating to the transactions contemplated hereby. There are no unwritten oral agreements among the parties. Neither this

Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §25.

§24. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, EACH OF THE BORROWER AND THE GUARANTORS AND THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER AND EACH OF THE GUARANTORS HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. NO INDEMNITEE REFERRED TO IN §16 ABOVE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, EXCEPT TO THE EXTENT ARISING FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH OF ITS CONFIDENTIALITY UNDERTAKINGS IN §30 AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT. EACH OF THE BORROWER AND THE GUARANTORS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

§25. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly provided in this Agreement, any acceptance, consent, approval or other authorization required or permitted by this Agreement may be given, and any term of this Agreement or of any of the other Loan Documents may be amended, and the performance or observance by the Borrower or any Guarantor of any terms of this Agreement or the other Loan Documents or the continuance of any default, Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders and the acknowledgement of the Administrative Agent.

Notwithstanding the foregoing, Unanimous Lender Approval shall be required for any amendment, modification or waiver of this Agreement or the other Loan Documents that:

(i) reduces or forgives any principal of any unpaid Loan or any interest thereon (including any interest “breakage” costs) or any fees due any Lender hereunder; or

(ii) changes the unpaid principal amount of, or the rate of interest on, any Loan; or

(iii) changes the date fixed for any payment of principal of or interest on any Loan (including, without limitation, any extension of the Maturity Date other than in accordance with the second sentence of the definition of “Maturity Date”) or any fees payable hereunder; or

(iv) changes the amount of any Lender’s Commitment (other than pursuant to an assignment permitted under §18.1 hereof or as consented to by such Lender) or increases the aggregate principal amount of the Commitments under this Agreement, except as provided in §2.2; or

(v) releases or reduces the liability of MCRC pursuant to its Guaranty; or

(vi) modifies this §25 or any other provision herein or in any other Loan Document which by the terms thereof expressly requires Unanimous Lender Approval; or

(vii) changes the definitions of Required Lenders or Unanimous Lender Approval; or

(viii) changes §13 or §14.5 in a manner that would alter the pro rata sharing of payments required thereby;

provided that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder (including, without limitation, §4.12) without the prior written consent of the Administrative Agent and the approval of the Required Lenders shall not be required for the making of any New Term Loans pursuant to §2.2.

No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial to such right or any other rights of the Administrative Agent or the Lenders. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any

abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Any waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.

§26. SEVERABILITY. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

§27. [RESERVED].

§28. USA PATRIOT ACT. Each Lender hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the names and addresses of the Borrower and the Guarantors and other information that will allow such Lender to identity the Borrower and the Guarantors in accordance with the Act. The Borrower shall, and shall cause MCRC and each Subsidiary to, provide such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Act.

§29. USURY SAVINGS CLAUSE. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate.

§30. CONFIDENTIALITY.

(a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement running in favor

of the Borrower and containing provisions substantially the same as those of this Section including a provision providing that such agreement shall survive any contemplated transaction, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the prior written consent of the Borrower or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Loans. For the purposes of this Section, “Information” means all information received from the Borrower, MCRC or their respective Subsidiaries relating to the Borrower, MCRC, any such Subsidiary or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower, MCRC or such Subsidiary; provided that, in the case of information received from the Borrower, MCRC or such Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent and the Lenders shall be responsible for any breach of the confidentiality provisions by any Affiliate or other third party to which such party disclosed any Information unless such Affiliate or other third party (other than any third party that is already bound by an ethical or legal duty of confidentiality) has executed and delivered its own confidentiality agreement running in favor of the Borrower and containing provisions substantially the same as those of this Section, including a provision providing that such agreement shall survive any contemplated transaction.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN §30(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER, MCRC AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, MCRC AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER

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REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

(d) The provisions of this §30 shall survive the full repayment of amounts due and the termination of this Agreement for a period of one (1) year.

§31. NO ADVISORY OR FIDUCIARY RESPONSIBILITY. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

§32. ELECTRONIC EXECUTION OF ASSIGNMENTS AND CERTAIN OTHER DOCUMENTS. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Completed Loan Requests, Conversion Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws

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based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above.

	XXXX-XXXX REALTY, L.P.

	By: Xxxx-Xxxx Realty Corporation, its general partner

	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Chief Financial Officer

SIGNATURE PAGE TO TERM LOAN AGREEMENT

	BANK OF AMERICA, N.A., individually and as Administrative Agent


	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, L.P.

	JPMORGAN CHASE BANK, N.A.


	By:	/s/ Xxxx Xxx
	Name:	Xxxx Xxx
	Title:	Authorized Signer

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, X.X.

	XXXXX FARGO BANK, N.A.


	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Managing Director

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, L.P.

	CAPITAL ONE, NATIONAL ASSOCIATION


	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, L.P.

	U.S. BANK NATIONAL ASSOCIATION


	By:	/s/ Xxxxx Parente Xxxxxx
	Name:	Xxxxx Parente Xxxxxx
	Title:	Vice President

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, L.P.

	PNC BANK, NATIONAL ASSOCIATION


	By:	/s/ J. Xxxxxxx Xxxxxx
	Name:	J. Xxxxxxx Xxxxxx
	Title:	Senior Vice President

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, L.P.

	CITIBANK, N.A.


	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Vice President

SIGNATURE PAGE TO TERM LOAN AGREEMENT FOR XXXX-XXXX REALTY, L.P.

Exhibit A

FORM OF TERM LOAN NOTE

, 201

FOR VALUE RECEIVED, the undersigned XXXX-XXXX REALTY, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of (the “Lender”) at the Administrative Agent’s Head Office (as defined in the Loan Agreement defined below):

(a) prior to or on the Maturity Date the principal amount of Dollars ($ ) or, if less, the aggregate unpaid principal amount of Term Loans advanced by the Lender to the Borrower pursuant to the Term Loan Agreement dated as of January 7, 2016 (as amended and in effect from time to time, the “Loan Agreement”), among the Borrower, the Lender, Bank of America, N.A., as Administrative Agent, and the other parties thereto; and

(b) interest on the principal balance hereof from time to time outstanding at the times and at the rates provided in the Loan Agreement.

This Note evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Loan Agreement. The Lender and any holder hereof pursuant to the Loan Agreement or by operation of law is entitled to the benefits of the Loan Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Loan Agreement.

The Borrower irrevocably authorizes the Lender to make or cause to be made, at or about the time of the Drawdown Date of the Term Loan or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loan set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to the Term Loan shall be prima facie evidence of the principal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrower hereunder or under the Loan Agreement to make payments of principal of and interest on this Note when due to the extent of the unpaid principal and interest amount as of any date of determination.

Exhibit A-1

The Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Loan Agreement.

If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Loan Agreement.

No delay or omission on the part of the Lender or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

The Borrower and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §19 OF THE LOAN AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

This Note shall be deemed to take effect as a sealed instrument under the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

Exhibit A-2

IN WITNESS WHEREOF, the undersigned has caused this Note to be sealed and signed in its partnership name by its duly authorized officer as of the day and year first above written.

	XXXX-XXXX REALTY, L.P.

WITNESS:	By: Xxxx-Xxxx Realty Corporation,
	its general partner


	By:
		Name:	Xxxxxxx Xxxx
		Title:	Chief Financial Officer

Exhibit A-3

		Amount of	Balance of
	Amount	Principal Paid	Principal	Notation
Date	of Loan	or Prepaid	Unpaid	Made By:

Exhibit A-4

Exhibit B

FORM OF SUBSIDIARY GUARANTY

Guaranty, dated as of , 20 by and among , a (the “Guarantor”), in favor of each of the Lenders (as defined herein) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for itself and for the other financial institutions (collectively, the “Lenders”) which are or may become parties to the Term Loan Agreement dated as of January 7, 2016 among Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the Administrative Agent, and the Lenders (the “Loan Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

WHEREAS, the Borrower, the Administrative Agent, the Lenders and the other parties thereto have entered into the Loan Agreement;

WHEREAS, the Borrower and the Guarantor are members of a group of related entities, the success of either one of which is dependent in part on the success of the other members of such group;

WHEREAS, the Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower by the Lenders pursuant to the Loan Agreement (which benefits are hereby acknowledged);

WHEREAS, it is a condition precedent to the Administrative Agent’s and the Lenders’ willingness to extend, and to continue to extend, credit to the Borrower under the Loan Agreement that the Guarantor execute and deliver this Guaranty; and

WHEREAS, the Guarantor wishes to guaranty the Borrower’s obligations to the Lenders and the Administrative Agent under and in respect of the Loan Agreement as herein provided.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Guaranty of Payment and Performance of Obligations. In consideration of the Lenders’ extending credit or otherwise in their discretion giving time, financial or banking facilities or accommodations to the Borrower, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Administrative Agent and each Lender that the Borrower will duly and punctually pay or perform, at the place specified therefor, or if no place is specified, at the Administrative Agent’s Head Office, (i) all indebtedness, obligations and liabilities of the Borrower to any of the Lenders and the Administrative Agent, individually or collectively, under the Loan Agreement or any of the other Loan Documents or in respect of any of the Loans or the Notes or other instruments at any time

Exhibit B-1

evidencing any thereof, whether existing on the date of the Loan Agreement or arising or incurred thereafter, direct or indirect, secured or unsecured, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise, including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code; and (ii) without limitation of the foregoing, all reasonable fees, costs and expenses incurred by the Administrative Agent or the Lenders in attempting to collect or enforce any of the foregoing, accrued in each case to the date of payment hereunder (collectively the “Obligations” and individually an “Obligation”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that any Lender or the Administrative Agent first attempt to collect any of the Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Obligations which any Lender or the Administrative Agent now has or may acquire after the date hereof or upon any other contingency whatsoever. Upon any Event of Default which is continuing by the Borrower in the full and punctual payment and performance of the Obligations, the liabilities and obligations of the Guarantor hereunder shall, at the option of the Administrative Agent, become forthwith due and payable to the Administrative Agent and to the Lender or Lenders owed the same without demand or notice of any nature, all of which are expressly waived by the Guarantor, except for notices required to be given to the Borrower under the Loan Documents. Payments by the Guarantor hereunder may be required by any Lender or the Administrative Agent on any number of occasions.

2. Guarantor’s Further Agreements to Pay. The Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to each Lender and the Administrative Agent forthwith upon demand, in funds immediately available to such Lender or the Administrative Agent, all costs and expenses (including court costs and legal fees and expenses) incurred or expended by the Administrative Agent or such Lender in connection with this Guaranty and the enforcement hereof, together with interest on amounts recoverable under this Guaranty from the time after such amounts become due at the default rate of interest set forth in the Loan Agreement; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount.

3. Payments. The Guarantor covenants and agrees that the Obligations will be paid strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. Without limiting the generality of the foregoing, the Guarantor’s obligations hereunder with respect to any Obligation shall not be discharged by a payment in a currency other than the currency in which the Obligation is denominated (the “Obligation Currency”) or at a place other than the place specified for the payment of the Obligation, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Obligation Currency

Exhibit B-2

and transferred to New York, New York, U.S.A., under normal banking procedures does not yield the amount of Obligation Currency due thereunder.

4. Taxes. All payments hereunder shall be made without any counterclaim or set-off, free and clear of, and without reduction by reason of, any taxes, levies, imposts, charges and withholdings, restrictions or conditions of any nature (“Taxes”), which are now or may hereafter be imposed, levied or assessed by the United States or any political subdivision or taxing authority thereof (or any non-United States jurisdiction in which there is Real Estate) on payments hereunder, all of which will be for the account of and paid by the Guarantor. If for any reason, any such reduction is made or any Taxes are paid by the Administrative Agent or any Lender (except for taxes on income or profits of such Administrative Agent or Lender), the Guarantor agrees to pay to the Administrative Agent or such Lender such additional amounts as may be necessary to ensure that the Administrative Agent or such Lender receives the same net amount which it would have received had no reduction been made or Taxes paid. Notwithstanding anything to the contrary set forth herein, the Guarantor’s obligations with respect to Taxes hereunder shall be subject to the same limitations as are applicable to the Borrower’s obligations with respect to Taxes that are set forth in Section 4.13 of the Loan Agreement.

5. Consent to Jurisdiction. The Guarantor agrees that any suit for the enforcement of this Guaranty or any of the other Loan Documents may be brought in the courts of the State of New York sitting in New York, New York or any federal court sitting in New York, New York and consents to the non-exclusive jurisdiction of such courts and the service of process in any such suit being made upon the Guarantor by mail at the address specified herein. Except to the extent such waiver is expressly prohibited by law, the Guarantor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

6. Liability of the Guarantor. The Administrative Agent and each Lender have and shall have the absolute right to enforce the liability of the Guarantor hereunder without resort to any other right or remedy including any right or remedy under any other guaranty or against any other Guarantor, and the release or discharge of any Guarantor or other guarantor of any Obligations shall not affect the continuing liability of the Guarantor hereunder.

It is the intention and agreement of the Guarantor, the Administrative Agent and the Lenders that the obligations of the Guarantor under this Guaranty shall be valid and enforceable against the Guarantor to the maximum extent permitted by applicable law. Accordingly, if any provision of this Guaranty creating any obligation of the Guarantor in favor of the Administrative Agent and the Lenders shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of the Guarantor, the Administrative Agent and the Lenders that any balance of the obligation created by such provision and all other obligations of the Guarantor to the Administrative Agent and the Lenders created by other provisions of this Guaranty shall

Exhibit B-3

remain valid and enforceable. Likewise, if by final order a court of competent jurisdiction shall declare any sums which the Administrative Agent or the Lenders may be otherwise entitled to collect from the Guarantor under this Guaranty to be in excess of those permitted under any law (including any federal or state fraudulent conveyance or like statute or rule of law) applicable to the Guarantor’s obligations under this Guaranty, it is the stated intention and agreement of the Guarantor, the Administrative Agent and the Lenders that all sums not in excess of those permitted under such applicable law shall remain fully collectible by the Administrative Agent and the Lenders from the Guarantor. Nothing in the foregoing limits the covenant of the Borrower contained in §7.13(b) of the Loan Agreement.

7. Representations and Warranties; Covenants. (a) the Guarantor hereby makes and confirms the representations and warranties made on its behalf by the Borrower pursuant to §6 of the Loan Agreement, as if such representations and warranties were set forth herein. The Guarantor hereby agrees to perform the covenants set forth in §§7 and 8 of the Loan Agreement (to the extent such covenants expressly apply to the Guarantor) as if such covenants were set forth herein. The Guarantor acknowledges that it is, on a collective basis with the Borrower and all other “Guarantors” (as defined in the Loan Agreement), bound by the covenants set forth in §9 of the Loan Agreement. The Guarantor hereby confirms that it shall be bound by all acts or omissions of the Borrower pursuant to the Loan Agreement. The Guarantor acknowledges and agrees to the terms of §5.1 of the Loan Agreement.

(b) The Guarantor is a limited liability company, limited partnership, corporation, or other legal entity, as applicable, duly formed or organized, validly existing and in good standing under the laws of the state of its formation or organization and each other state in which its business necessitates it to foreign qualify; the Guarantor has all requisite limited liability company, limited partnership, corporate or other legal entity power, as applicable, to own its respective properties and conduct its respective business as now conducted and as presently contemplated; and the Guarantor is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Properties or other Real Estate owned or ground-leased by it are located and in each other jurisdiction where such qualification is necessary except where a failure to be so qualified in such other jurisdiction would not have a materially adverse effect on any of its businesses, assets or financial condition. The execution, delivery and performance of this Guaranty and the transactions contemplated hereby (i) are within the authority of the Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Guarantor and any member, manager, general partner or other controlling Person thereof, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to the Guarantor, (iv) do not conflict with any provision of the Certificate of Organization or Formation, the limited liability company agreement, articles of incorporation, bylaws, or other authority documents of the Guarantor or the authority documents of any controlling Person thereof, and (v) do not contravene any provisions of, or constitute a default, Default or Event of Default hereunder or a failure to comply with any term, condition or

Exhibit B-4

provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Guarantor or any of the Guarantor’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the condition (financial or otherwise), properties, business or results of operations of the Guarantor) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Guarantor.

(c) The Guaranty has been duly executed and delivered and constitutes the legal, valid and binding obligations of the Guarantor, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and to the fact that the availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(d) The execution, delivery and performance by the Guarantor of this Guaranty and the transactions contemplated hereby do not require (i) the approval or consent of any governmental agency or authority other than those already obtained, or (ii) filing with any governmental agency or authority, other than filings which will be made with the SEC when and as required by law.

8. Effectiveness. The obligations of the Guarantor under this Guaranty shall continue in full force and effect and shall remain in operation until all of the Obligations shall have been paid in full or otherwise fully satisfied, and continue to be effective or be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of the Borrower, or otherwise, as though such payment had not been made or other satisfaction occurred. No invalidity, irregularity or unenforceability of the Obligations by reason of applicable bankruptcy laws or any other similar law, or by reason of any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations, shall impair, affect, be a defense to or claim against the obligations of the Guarantor under this Guaranty.

9. Freedom of Lender to Deal with Borrower and Other Parties. The Administrative Agent and each Lender shall be at liberty, without giving notice to or obtaining the assent of the Guarantor and without relieving the Guarantor of any liability hereunder, to deal with the Borrower and with each other party who now is or after the date hereof becomes liable in any manner for any of the Obligations, in such manner as the Administrative Agent or such Lender in its sole discretion deems fit, and to this end the Guarantor gives to the Administrative Agent and each Lender full authority in its sole discretion to do any or all of the following things: (a) extend credit, make loans and afford other financial accommodations to the Borrower at such times, in such amounts and on such terms as the Administrative Agent or such Lender may approve, (b) vary the terms and grant extensions of any present or future indebtedness or obligation of the Borrower or of any other party to the Administrative Agent or such Lender, (c) grant

Exhibit B-5

time, waivers and other indulgences in respect thereto, (d) vary, exchange, release or discharge, wholly or partially, or delay in or abstain from perfecting and enforcing any security or guaranty or other means of obtaining payment of any of the Obligations which the Administrative Agent or any Lender now has or may acquire after the date hereof, (e) accept partial payments from the Borrower or any such other party, (f) release or discharge, wholly or partially, any endorser or guarantor, and (g) compromise or make any settlement or other arrangement with the Borrower or any such other party.

10. Unenforceability of Obligations Against Borrower; Invalidity of Security or Other Guaranties. If for any reason the Borrower has no legal existence or are under no legal obligation to discharge any of the Obligations undertaken or purported to be undertaken by it or on its behalf, or if any of the moneys included in the Obligations have become irrecoverable from the Borrower by operation of law or for any other reason, this Guaranty shall nevertheless be binding on the Guarantor to the same extent as if the Guarantor at all times had been the principal debtor on all such Obligations. This Guaranty shall be in addition to any other guaranty or other security for the Obligations, and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guaranty or security.

11. Waivers by Guarantor. The Guarantor waives notice of acceptance hereof, notice of any action taken or omitted by the Administrative Agent or any Lender in reliance hereon, and any requirement that the Administrative Agent or any Lender be diligent or prompt in making demands hereunder, giving notice of any default by the Borrower or asserting any other rights of the Administrative Agent or any Lender hereunder. The Guarantor also irrevocably waives, to the fullest extent permitted by law, all defenses in the nature of suretyship that at any time may be available in respect of the Guarantor’s obligations hereunder by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect.

12. Restriction on Subrogation and Contribution Rights. Notwithstanding any other provision to the contrary contained herein or provided by applicable law, unless and until all of the Obligations have been indefeasibly paid in full in cash and satisfied in full, the Guarantor hereby irrevocably defers and agrees not to enforce any and all rights it may have at any time (whether arising directly or indirectly, by operation of law or by contract) to assert any claim against the Borrower on account of payments made under this Guaranty, including, without limitation, any and all rights of or claim for subrogation, contribution, reimbursement, exoneration and indemnity, and further waives any benefit of and any right to participate in any collateral which may be held by the Administrative Agent or any Lender or any affiliate of the Administrative Agent or any Lender. In addition, the Guarantor will not claim any set-off or counterclaim against the Borrower in respect of any liability it may have to the Borrower unless and until all of the Obligations have been indefeasibly paid in full in cash and satisfied in full.

Subject to the foregoing and the indefeasible performance and payment in full of the Obligations, the Guarantor acknowledges that all other “Guarantors” shall have contribution rights against the Guarantor in accordance with applicable law and in

Exhibit B-6

accordance with each such Person’s benefits received under the Loan Agreement and the Loans.

13. Demands. Any demand on or notice made or required to be given pursuant to this Guaranty shall be in writing and shall be delivered in hand, mailed by United States registered or certified first class mail, postage prepaid, return receipt requested, sent by overnight courier, or sent by telegraph, telecopy, telefax or telex and confirmed by delivery via courier or postal service, addressed as follows:

(a)	if to the Guarantor, at

Xxxx-Xxxx Realty Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention:		Xx. Xxxxxxx Xxxx, Chief Financial Officer, and Xxxx Xxxxxx, Esq., Chief Legal Officer

or at such other address for notice as the Guarantor shall last have furnished in writing to the Administrative
Agent with a copy to:

Seyfarth Xxxx LLP
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Esq.

or at such other address for notice as the Guarantor shall last have furnished in writing to the Administrative
Agent; and

(b)	if to the Administrative Agent, at

Bank of America, N.A.
Global Technology Operations
MC# IL4-135-09-61
000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, Agency Management

with copies to,

Bank of America, N.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attenton: Xxxx Xxxxxxx, Real Estate Corporate Banking
Telecopy No. 000-000-0000

Exhibit B-7

or at such other address for notice as the Administrative Agent shall last have furnished in writing to the
Guarantor; and

Xxxxxx, Xxxxx & Bockius LLP,
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
or at such other address for notice as the Administrative Agent shall last have furnished in writing to the
Guarantor; and

(c)	if to any Lender, at such Lender’s address as set forth in Schedule 1.2 to the Loan Agreement or as shall
have last been furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile to the party to which it is directed, at the time of the receipt thereof by such party or the sending of such facsimile or (ii) if sent by registered or certified first-class mail, postage prepaid, return receipt requested, on the fifth Business Day following the mailing thereof.

14. Amendments, Waivers, Etc. No provision of this Guaranty can be changed, waived, discharged or terminated except by an instrument in writing signed by the Administrative Agent and the Guarantor expressly referring to the provision of this Guaranty to which such instrument relates; and no such waiver shall extend to, affect or impair any right with respect to any Obligation which is not expressly dealt with therein. No course of dealing or delay or omission on the part of the Administrative Agent or the Lenders or any of them in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto.

15. Further Assurances. The Guarantor at its sole cost and expense agrees to do all such things and execute, acknowledge and deliver all such documents and instruments as the Administrative Agent from time to time may reasonably request in order to give full effect to this Guaranty and to perfect and preserve the rights and powers of the Administrative Agent and the Lenders hereunder.

16. Miscellaneous Provisions. This Guaranty is intended to take effect as a sealed instrument to be governed by and construed in accordance with the laws of the State of New York and shall inure to the benefit of the Administrative Agent, each Lender and its respective successors in title and assigns permitted under the Loan Agreement, and shall be binding on the Guarantor and the Guarantor’s successors in title, assigns and legal representatives. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for ease of reference only and shall not affect the meaning of the relevant provisions. The meanings

Exhibit B-8

of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined.

17. WAIVER OF JURY TRIAL. EXCEPT TO THE EXTENT SUCH WAIVER IS EXPRESSLY PROHIBITED BY LAW, THE GUARANTOR HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT HERETO OR THERETO OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING, AMONG THE GUARANTOR, THE BORROWER, THE ADMINISTRATIVE AGENT AND/OR THE LENDERS. THIS WAIVER OF JURY TRIAL SHALL BE EFFECTIVE FOR EACH AND EVERY DOCUMENT EXECUTED BY THE GUARANTOR, THE ADMINISTRATIVE AGENT OR THE LENDERS AND DELIVERED TO THE ADMINISTRATIVE AGENT OR THE LENDERS, AS THE CASE MAY BE, WHETHER OR NOT SUCH DOCUMENTS SHALL CONTAIN SUCH A WAIVER OF JURY TRIAL. THE GUARANTOR CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND FREELY MADE.

[Remainder of Page Intentionally Left Blank]

Exhibit B-9

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Guaranty as of the date first above written.

	[GUARANTOR]


	By:
	Name:
	Title:

Exhibit B-10

Exhibit C

FORM OF LOAN REQUEST

Bank of America, N.A.,

as Administrative Agent

This Loan Request is made pursuant to §2.5 of the Term Loan Agreement dated as of January 7, 2016 among Xxxx-Xxxx Realty, L.P. (the “Borrower”), Bank of America, N.A., individually and as Administrative Agent, and certain other parties as provided therein (as the same may now or hereafter be amended from time to time, the “Loan Agreement”). Unless otherwise defined herein, the terms used in this Loan Request have the meanings given them in the Loan Agreement.

1. The Borrower hereby requests:

Term Loan

2. The principal amount of the Term Loan requested in this Loan Request is:

3. The proposed Drawdown Date of the Term Loan requested in this Loan Request is:

, 20

4. The Interest Period requested for the LIBOR Rate Loan requested in this Loan Request (if any) is:

5. The Type of Loan being requested in this Loan Request (if any) is:

Alternate Base Rate Loan

LIBOR Rate Loan

6. Please disburse the proceeds of the requested Loan as follows:

Exhibit C-1

WITNESS my hand this day of , 20 .

	XXXX-XXXX REALTY, L.P.

	By: Xxxx-Xxxx Realty Corporation, its general partner


	By:
		Name:
		Title:

	[Chief Financial Officer/Chief Executive Officer/Chief Accounting Officer/Executive Vice President/President]

Exhibit C-2

Exhibit D-1

COMPLIANCE CERTIFICATE OF CHIEF FINANCIAL OFFICER OR

CHIEF EXECUTIVE OFFICER OR SENIOR VICE PRESIDENT OF

FINANCE OR EXECUTIVE VICE PRESIDENT OR PRESIDENT

(Loan Request)

The undersigned Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President of Xxxx-Xxxx Realty Corporation (“MCRC”), the general partner of Xxxx-Xxxx Realty, L.P. (the “Borrower”), HEREBY CERTIFIES THAT:

This Compliance Certificate is furnished pursuant to §2.5(iv)(c) of the Term Loan Agreement dated as of January 7, 2016 among the Borrower, Bank of America, N.A., individually and as Administrative Agent, certain other Lenders and other parties as provided therein (as the same may now or hereafter be amended from time to time, the “Loan Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings given them in the Loan Agreement.

Schedule 1 attached hereto sets forth the financial data and computations evidencing the compliance of the Borrower and its subsidiaries (as defined in the Loan Agreement) with the covenants contained in §9.1 and §9.6 of the Loan Agreement on a pro-forma basis after giving effect to the requested Loan, all of which data and computations, to the knowledge and belief of the chief financial officer or chief executive officer or chief accounting officer or executive vice president or president executing and delivering this Compliance Certificate on behalf of the Borrower (the “Chief Financial Officer” or “Chief Executive Officer” or “Chief Accounting Officer” or “Executive Vice President” or “President” as the case may be), are true, complete and correct.

The activities of the Borrower, MCRC and their respective Subsidiaries and subsidiaries (as defined in the Loan Agreement) since the date of the last Compliance Certificate submitted by the Borrower to the Agent have been reviewed by the Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President and/or by employees or agents under his/her immediate supervision. Based upon such review, to the knowledge and belief of the Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President, both before and after giving effect to the requested Loan, (1) no Default or Event of Default exists on the date hereof or will exist under the Loan Agreement or any other Loan Document on the Drawdown Date of such Loan, and (2) after taking into account such requested Loan, no Default or Event of Default will exist as of the Drawdown Date.

To the knowledge and belief of the Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President, each of the

Exhibit D-1-1

representations and warranties of the Borrower and MCRC contained in the Loan Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Loan Agreement was true as of the date as of which they were made and is also true at and as of the date hereof and will be true at and as of the time of the making of the requested Loan, with the same effect as if made at and as of that time (except to the extent of changes resulting from transactions contemplated or not prohibited by the Loan Agreement or the other Loan Documents and changes occurring in the ordinary course of business, and except to the extent that such representations and warranties relate expressly to an earlier date) or to the extent of a Non-Material Breach, the effect of which is included in the Schedule 1 calculations as required by the Loan Agreement.

The Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President certifies that he/she is authorized to execute and deliver this Compliance Certificate on behalf of the Borrower.

WITNESS our hands this day of , 20 .

XXXX-XXXX REALTY, L.P.

By:		Xxxx-Xxxx Realty Corporation, its general partner


By:
	Name:
	Title:

Exhibit X-0-0

Xxxxxxx X-0

COMPLIANCE CERTIFICATE OF CHIEF FINANCIAL OFFICER

OR CHIEF ACCOUNTING OFFICER

(MCRLP Financial Statements)

The undersigned Chief Financial Officer/ Chief Accounting Officer of Xxxx-Xxxx Realty Corporation (“MCRC”), the general partner of Xxxx-Xxxx Realty, L.P. (the “Borrower”), HEREBY CERTIFIES THAT:

This Compliance Certificate is furnished pursuant to §7.4(c) of the Term Loan Agreement dated as of January 7, 2016 among the Borrower, Bank of America, N.A., individually and as Administrative Agent, certain other Lenders and other parties as provided therein (as the same may now or hereafter be amended from time to time, the “Loan Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings given them in the Loan Agreement.

As required by §7.4(c) of the Loan Agreement, financial statements of the Borrower and its subsidiaries (as defined in the Loan Agreement) for the [year] [quarter] ended , 20 (the “Financial Statements”) prepared in accordance with GAAP in all material respects (subject, in the case of quarterly statements, to year-end adjustments none of which are anticipated to be materially adverse, except as specifically disclosed in this Compliance Certificate) accompany this Compliance Certificate. The Financial Statements present fairly the financial position of the Borrower and its subsidiaries (as defined in the Loan Agreement) as at the date thereof and the results of operations of the Borrower and its subsidiaries for the period covered thereby.

Schedule 1 attached hereto sets forth the financial data and computations evidencing the compliance of the Borrower and its subsidiaries with the covenants contained in §8.6 and §9 of the Loan Agreement, all of which data and computations, to the knowledge and belief of the chief financial officer or chief accounting officer executing and delivering this Compliance Certificate on behalf of the Borrower (the “Chief Financial Officer” or “Chief Accounting Officer”), are true, complete and correct.

The activities of the Borrower and its subsidiaries (as defined in the Loan Agreement) during the period covered by the Financial Statements have been reviewed by the Chief Financial Officer/ Chief Accounting Officer and/or by employees or agents under his immediate supervision. Based upon such review, during the period covered by the Financial Statements, and as of the date of this Certificate, no Default or Event of Default has occurred and is continuing, except as specifically disclosed in this Compliance Certificate.

Exhibit D-2-1

The Chief Financial Officer/ Chief Accounting Officer certifies that he is authorized to execute and deliver this Compliance Certificate on behalf of the Borrower.

WITNESS our hands this day of , 20 .

	XXXX-XXXX REALTY, L.P.

	By: Xxxx-Xxxx Realty Corporation, its general partner


	By:
		Name:
		Title:

Exhibit X-0-0

Xxxxxxx X-0

COMPLIANCE CERTIFICATE

OF CHIEF FINANCIAL OFFICER OR

CHIEF ACCOUNTING OFFICER

(MCRC Financial Statements)

The undersigned Chief Financial Officer/ Chief Accounting Officer of Xxxx-Xxxx Realty Corporation (“MCRC”) HEREBY CERTIFIES THAT:

This Compliance Certificate is furnished pursuant to §7.4(c) of the Term Loan Agreement dated as of January 7, 2016 among Xxxx-Xxxx Realty, L.P. (the “Borrower”), Bank of America, N.A., individually and as Administrative Agent, certain other Lenders and other parties as provided therein (as the same may now or hereafter be amended from time to time, the “Loan Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings given them in the Loan Agreement.

As required by §7.4(c) of the Loan Agreement, financial statements of MCRC and its respective subsidiaries (as defined in the Loan Agreement) for the [year] [quarter] ended , 20 (the “Financial Statements”) prepared in accordance with GAAP in all material respects (subject, in the case of quarterly statements, to year-end adjustments none of which are anticipated to be materially adverse, except as specifically disclosed in this Compliance Certificate) accompany this Compliance Certificate. The Financial Statements delivered herewith present fairly the financial position of MCRC and its subsidiaries (as defined in the Loan Agreement) as at the date thereof and the results of operations of MCRC and its subsidiaries for the period covered thereby.

The activities of MCRC and its subsidiaries (as defined in the Loan Agreement) during the period covered by the Financial Statements have been reviewed by the chief financial officer/ chief accounting officer of MCRC and/or by employees or agents under his immediate supervision. Based upon such review, during the period covered by the Financial Statements, and as of the date of this Certificate, no Default or Event of Default has occurred and is continuing, except as specifically disclosed in this Compliance Certificate.

Exhibit D-3-1

WITNESS our hands this day of , 20 .

	XXXX-XXXX REALTY CORPORATION


	By:
		Name:
		Title:

Exhibit X-0-0

Xxxxxxx X-0

COMPLIANCE CERTIFICATE OF CHIEF FINANCIAL OFFICER OR

CHIEF EXECUTIVE OFFICER OR SENIOR VICE PRESIDENT OF

FINANCE OR EXECUTIVE VICE PRESIDENT OR PRESIDENT

[(Merger, Consolidation or Reorganization)] [(Disposition of Unencumbered Property or Disposition of other Real Estate)] [(Closing Compliance Certificate)]

This Compliance Certificate is furnished pursuant to [§8.3(a)], [§8.3(b)(ii)], or [§8.3(b)(iii)] of the Term Loan Agreement dated as of January 7, 2016 among the Borrower, Bank of America, N.A., individually and as Administrative Agent, certain other Lenders and other parties as provided therein (as the same may now or hereafter be amended from time to time, the “Loan Agreement”). The Borrower hereby gives the Administrative Agent notice of [a merger, consolidation or reorganization pursuant to §8.3(a) of the Loan Agreement] [the intention to Sell an Unencumbered Property or to grant an Indebtedness Lien on an Unencumbered Property pursuant to §8.3(b)(ii) or for other Real Estate in the case of § 8.3(b)(iii) of the Loan Agreement or to release from an escrow account Eligible Cash 1031 Proceeds from the exchange of Real Estate under §1031 of the Code pursuant to §8.3(b)(ii)]. Unless otherwise defined herein, the terms used in this Compliance Certificate and Schedule 1 attached hereto have the meanings described in the Loan Agreement.

Schedule 1 attached hereto sets forth the financial data and computations evidencing the compliance of the Borrower and its subsidiaries (as defined in the Loan Agreement) with the covenants contained in §9 of the Loan Agreement on a pro forma basis after giving effect to [such merger, consolidation or reorganization] [such proposed Sale or Indebtedness Lien] [the Closing Date] and all liabilities, fixed or contingent, pursuant thereto, all of which data and computations, to the knowledge and belief of the chief financial officer or chief executive officer or chief accounting officer or executive vice president or president executing and delivering this Compliance Certificate on behalf of the Borrower (the “Chief Financial Officer” or “Chief Executive Officer” or “Chief Accounting Officer” or “Executive Vice President” or “President”, as the case may be), are true, complete and correct.

The activities of the Borrower, MCRC and their respective Subsidiaries and subsidiaries (as defined in the Loan Agreement) have been reviewed by the Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President and/or by employees or agents under his/her immediate supervision.

Exhibit D-4-1

Based upon such review, to the best knowledge and belief of the Chief Financial Officer/ Chief Executive Officer/ Chief Accounting Officer/ Executive Vice President/ President, [(for §8.3(b)(ii) or (iii)) a Default or Event of Default has occurred and is continuing, but (a) the Borrower intends to (i) apply the net proceeds of the proposed Sale or Indebtedness Lien to the repayment of the Loan, (ii) segregate the net proceeds in an escrow account and apply them solely to a qualified, deferred exchange under §1031 of the Code or (iii) complete an exchange for other real property of equivalent value under §1031 of the Code, which real property will become an Unencumbered Property upon acquisition and (b) after serving effect to the proposed Sale or Indebtedness Lien, no Default or Event of Default would occur and be continuing.]

WITNESS our hands this day of , 20 .

	XXXX-XXXX REALTY, L.P.

	By: Xxxx-Xxxx Realty Corporation, its general partner


	By:
	Name:
	Title:

Exhibit D-4-2

Exhibit E

FORM OF CLOSING CERTIFICATE

[LETTERHEAD OF XXXX-XXXX REALTY, L.P.]

January 7, 2016

Bank of America, N.A., individually

and as Administrative Agent, and the other

lending institutions party to the Credit

Agreement described below

Global Technology Operations

MC# IL4-135-09-61

000 X. XxXxxxx Xxxxxx

Xxxxxxx, XX 00000

Attention: Xxxxxx Xxxxx, Agency Management

Re: Closing Certificate under the Term Loan Agreement dated as of January 7, 2016 (the “Loan Agreement”)

Ladies and Gentlemen:

The undersigned hereby certifies to you, in accordance with the provisions of §10.11 of the Loan Agreement, that (a) the representations and warranties of the Borrower contained in the Loan Agreement and in each document and instrument delivered pursuant to or in connection therewith are true as of the date hereof, (b) no Default or Event of Default has occurred and is continuing on the date hereof, and (c) all Real Estate which is an Unencumbered Property on the date hereof, to the knowledge of the undersigned, (i) is not subject to any Liens (including any such Liens imposed by the organizational documents of the owner of such asset but excluding Permitted Liens), (ii) is not the subject of a Disqualifying Environmental Event and (iii) otherwise qualifies as an Unencumbered Property pursuant to the definition thereof.

Exhibit E-1

Unless otherwise defined herein, the terms used in this Closing Certificate have the meanings given them in the Loan Agreement.

	Very Truly Yours,

	XXXX-XXXX REALTY, L.P.

	By: Xxxx-Xxxx Realty Corporation, its general partner


	By:
	Name:
	Title:

Exhibit D-4-2

Exhibit F

FORM OF

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, amended and restated, or modified and in effect from time to time, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

Subject to the terms and conditions of this Assignment and Assumption Agreement and §18.1 and §18.2 of the Loan Agreement, for an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any guarantees included in such facilities), provided, however, that the Assignor shall retain its rights to be indemnified pursuant to §16 of the Loan Agreement with respect to any claims or actions arising prior to the Effective Date and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above, except to the extent related to or arising out of the rights that the Assignor retained pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

[and is an Affiliate of 1]

1 Select Lender as applicable.

Exhibit F-1

3. Borrower: XXXX-XXXX REALTY, L.P.

4. Administrative Agent: Bank of America, N.A.,

as the administrative agent under the Loan Agreement

5. Loan Agreement: The Term Loan Agreement, dated as of January 7, 2016, among the Borrower, Bank of America, N.A., individually and as Administrative Agent, certain other Lenders and other parties as provided therein.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans2
Commitment	$	$		%
Loans	$	$		%

[7. Trade Date: ]3

8. Fee: The [Assignor/Assignee] shall pay the Administrative Agent the fee required by the Loan Agreement prior to the Effective Date.

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Exhibit F-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]

	By:
		Name:
		Title:

	ASSIGNEE
	[NAME OF ASSIGNEE]

	By:
		Name:
		Title:

[Consented to and] Accepted:

BANK OF AMERICA, N.A.,

acting in its capacity as Administrative

Agent

By:
	Name:
	Title:

[Consented to:

XXXX-XXXX REALTY, L.P.

By:
	Name:
	Title:]

Exhibit F-3

ANNEX 1

Reference is made to the Term Loan Agreement, dated as of January 7, 2016, among the Borrower, Bank of America, N.A., individually and as Administrative Agent, certain other Lenders and other parties as provided therein (as the same may now or hereafter be amended from time to time, the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Assignment and Assumption to which this annex is attached and if not defined therein, shall have the meanings given to them in the Loan Agreement.

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of MCRC, the Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by MCRC, the Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, and it is an Eligible Assignee, (ii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iii) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant to §§6.4 and 7.4 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (iv) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee, and (v) if the Assignee is not already a Lender under the Loan Agreement, attached to this Assignment and Assumption is an Administrative Questionnaire duly completed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any

Exhibit K-1

other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit K-2

Exhibit L

FORM OF NOTICE OF CONTINUATION/CONVERSION

, 20

Bank of America, N.A.,

as Administrative Agent

Global Technology Operations

MC# IL4-135-09-61

000 X. XxXxxxx Xxxxxx

Xxxxxxx, XX 00000

Attention: Xxxxxx Xxxxx, Agency Management

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement dated as of January 7, 2016 (such agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition shall have the respective meanings assigned to those terms in the Loan Agreement) among Xxxx-Xxxx Realty, L.P. as the Borrower, the institutions from time to time party thereto as Lenders and Bank of America, N.A., as Administrative Agent. The Borrower hereby gives you notice pursuant to §2.6 of the Loan Agreement for the Loans specified below that they elect to:

1. [Continue as LIBOR Rate Loans $ in aggregate principal amount of the outstanding LIBOR Rate Loans, the current Interest Period of which ends on , 20 ].

2. [Convert to [Alternate Base Rate Loans] [LIBOR Rate Loans] $ in aggregate principal amount of the outstanding [LIBOR Rate Loans] [Alternate Base Rate Loans], the current Interest Period of which ends on ].

3. The date for such [continuation] [and] [conversion] shall be .

4. [The Interest Period for such continued or converted (as applicable) LIBOR Rate Loans is requested to be [a month period].

The Borrower hereby certifies to the Agent and each of the Lenders that on the date hereof there are no prohibitions under the Loan Agreement to the requested conversion/continuation, no such prohibitions will exist on the date of the requested

Exhibit N-1

conversion/continuation, the requested [conversion] [continuation] is in accordance with the provisions of §2.6 of the Loan Agreement.

Executed as of this day of , 20 .

	XXXX-XXXX REALTY CORPORATION,
	as Borrower Representative


	By:
	Its:

	[Chief Financial Officer/Chief Executive Officer/Chief Accounting Officer/Executive Vice President/President]

Exhibit N-2

EXHIBIT O-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of January 7, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 4.13(g) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: , 20[ ]

Exhibit O-1-1

EXHIBIT O-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.13(g) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: , 20[ ]

Exhibit O-2-1

EXHIBIT O-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.13(g) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: , 20[ ]

Exhibit O-3-1

EXHIBIT O-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.13(g) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

[NAME OF LENDER]

By:
	Name:
	Title:

Date: , 20[ ]

Exhibit O-4-2

Xxxx-Xxxx Realty Corporation

Schedule CBD

CBD Properties

Property Address		City / State

Harborside Financial Center 1		Jersey City, NJ
Harborside Financial Center 2		Jersey City, NJ
Harborside Financial Center 3		Jersey City, NJ
Harborside Financial Center 4-A		Jersey City, NJ
Xxxxxxxxxx Xxxxxxxxx Xxxxxx 0		Xxxxxx Xxxx, XX
000 Xxxxxx Xxxxxx		Xxxxxx Xxxx, XX
Hyatt Regency Jersey City		Jersey City, NJ

0000 X Xxxxxx, XX		Xxxxxxxxxx, XX
0000 Xxxxxxxxxxx Xxxxxx, XX		Xxxxxxxxxx, XX

000 Xxxxx Xxxxxx — Unit A and Xxxx X		Xxx Xxxx, XX

Xxxxxx Xxxxxx		Xxxxxxxxxxxx, XX
000 Xxxxxxxxxxxx Xxxx Xxxx		Xxxxxxxxxxxx, XX

Schedule EG

Eligible Ground Leases

Landlord	Tenant	Property
County of Westchester	Mid-Westchester Realty Associates L.L.C.	00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
County of Westchester	12 Skyline Associates L.L.C.	00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
County of Westchester	14/16 Skyline Realty L.L.C.	00/00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
County of Westchester	Mid-Westchester Realty Associates L.L.C.	00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
County of Westchester	Mid-Westchester Realty Associates L.L.C.	00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
The Trustees of Princeton University	College Road Realty L.L.C.	000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX
Xxxxxxxxxx Properties, Inc.	Xxxx-Xxxx Realty, L.P.	00 X. Xxxxxxx Xxxx, Xxxxxxx, XX

Schedule EMPL

List of Employee Agreements with Key Management Individuals

as of [ ], 2016

1. Employment Agreement dated June 3, 2015 by and between Xxxxxxxx X. Xxxxx and Xxxx-Xxxx Realty Corporation.

2. Employment Agreement dated June 3, 2015 by and between Xxxxxxx X. XxXxxxx and Xxxx-Xxxx Realty Corporation.

3. Employment Agreement dated October 23, 2012 by and between Xxxxxxxx X. Xxxxxx and Xxxx-Xxxx Realty Corporation.

4. Severance Agreement dated March 4, 2015 by and between Xxxxxxx Xxxx and Xxxx-Xxxx Realty Corporation.

5. Severance Agreement dated March 4, 2015 by and between Xxxx X. Xxxxxx and Xxxx-Xxxx Realty Corporation.

SCHEDULE SG

Subsidiary Guarantors

None

SCHEDULE 1.2

LENDERS’ COMMITMENTS

Lender	Commitment		Commitment Percentage
Bank of America, N.A.	$	70,000,000	20.000000000	%
JPMorgan Chase Bank, N.A.	$	70,000,000	20.000000000	%
Xxxxx Fargo Bank, N.A.	$	70,000,000	20.000000000	%
Capital One, National Association	$	55,000,000	15.714285714	%
U.S. Bank National Association	$	50,000,000	14.285714286	%
PNC Bank, National Association	$	25,000,000	7.142857143	%
Citibank, N.A.	$	10,000,000	2.857142857	%

TOTAL:	$	350,000,000	100.000000000	%

Schedule 6.1(b)

Capitalization; Outstanding Securities, Etc.

As of [January ], 2016

MCRLP (“MCRLP”)

(a) General Partner: Xxxx-Xxxx Realty Corporation (“MCRC”)

(b) General Partner Percentage Interest: 89.5%

(d) Aggregate Limited Partners Percentage Interest: 10.5%

(e) Outstanding Securities or Agreements Exchangeable for or Convertible into General Partnership Interests: None1

(f) Outstanding Commitments, Etc. of MCRLP or MCRC to Issue, Sell, Transfer, Etc. General Partnership Interests: None

SUBSIDIARIES

Corporations - General Partners2

Xxxx-Xxxx Sub I, Inc.

Xxxx-Xxxx Sub III, Inc.

Xxxx-Xxxx Sub VI, Inc.

Xxxx-Xxxx Sub X, Inc.

Xxxx-Xxxx Sub XI, Inc.

Xxxx-Xxxx Sub XVII, Inc.

Limited Partnerships-Operating

Xxxx-Xxxx Realty, L.P.3

Roseland Residential, L.P.4

1 Each of the Xxxx-Xxxx Realty, L.P. unitholders may convert all or a portion of their LP units into common shares of Xxxx-Xxxx Realty Corporation.

2 Each of the Corporations-General Partners is authorized to issue 1,000 shares of common stock; 100 shares of each Corporation - General Partner are currently issued and outstanding. MCRC owns all of the issued and outstanding shares of each of the Corporations-General Partners.

3 MCRLP is owned as follows: MCRC owns an 89.5% general partner interest and various holders own an aggregate 10.5% limited partnership interest.

4 RRLP is owned as follows: Roseland Residential Trust (“RRT”) owns a 99.9% general partner interest and Roseland Residential Holding L.L.C. owns a .1% limited partnership interest.

Property Ownership Entities-MCRLP (Other than PA and TX)5

00 Xxxxxxxx Xxxxx Associates L.L.C.

Six Commerce Drive Associates L.L.C.

00 Xxxxxxxx Xxxxx Associates L.L.C.

Century Plaza Associates L.L.C.

C.W. Associates L.L.C.

Xxxx-Xxxx Building V Associates L.L.C.

000 Xxxxxxxx Xxxxxxxx Associates L.L.C.

Xxxx-Xxxx Chestnut Ridge L.L.C.

Roseland II L.L.C.

Office Associates L.L.C.

600 Parsippany Associates L.L.C.

1717 Realty Associates L.L.C.

Monmouth / Atlantic Realty Associates L.L.C.

Commercenter Realty Associates L.L.C.

Mount Airy Realty Associates L.L.C.

300 Xxxx Realty Associates L.L.C.

Bridge Plaza Realty Associates L.L.C.

Xxxx-Xxxx Plaza I L.L.C.

Cali Harborside (Fee) Associates L.P.

Cal-Harbor II & III Urban Renewal Associates L.P.

Cal-Harbor IV Urban Renewal Associates L.P.

Cal-Harbor V Urban Renewal Associates L.P.

Cal-Harbor V Leasing Associates L.L.C.

Cal-Harbor VI Urban Renewal Associates L.P.

Cal-Harbor VII Urban Renewal Associates L.P.

Cal-Harbor VII Leasing Associates L.L.C.

Xxxx-Xxxx CW Realty Associates L.L.C.

Cross Westchester Realty Associates L.L.C.

Elmsford Realty Associates L.L.C.

Talleyrand Realty Associates L.L.C.

Mid-Westchester Realty Associates L.L.C.

Xxxx-Xxxx Mid-West Realty Associates L.L.C.

So. Westchester Realty Associates L.L.C.

Xxxx-Xxxx So. West Realty Associates L.L.C.

5 Each of the Property Ownership Entities (Other than PA and TX) is owned directly or indirectly by some combination of (1) Corporations - General Partners, (2) Xxxx-Xxxx Realty Corporation and (3) MCRLP, except where noted.

Xxxx-Xxxx WP Realty Associates L.L.C.

White Plains Realty Associates L.L.C.

Princeton Corporate Center Realty Associates L.L.C.

Princeton Overlook Realty L.L.C.

BMP South Realty L.L.C.

Xxxxxxx Realty L.L.C.

Mountainview Realty L.L.C.

Xxxx-Xxxx Campus Realty L.L.C.

Sylvan/Campus Realty L.L.C.

9 Campus Realty L.L.C.

Xxxx-Xxxx Xxxxxx Realty L.L.C.

One Sylvan Realty L.L.C.

000 Xxxxxxx Xxxxxx LLC

Xxxx-Xxxx B Properties L.L.C.

Xxxx-Xxxx Bridgewater Realty L.L.C.

Xxxx-Xxxx F Properties L.P.

M-C Properties Co. Realty L.L.C.

Xxxx-Xxxx Properties Co.

Xxxxxx Realty Associates L.P.

College Road Realty L.L.C.

Skyline Realty L.L.C.

12 Skyline Associates L.L.C.

Xxxx-Xxxx Xxxxxx Associates L.L.C.

Xxxx-Xxxx East Lakemont L.L.C.

4 Gatehall Realty L.L.C.

5/6 Skyline Realty L.L.C.

CWLT Roseland Exchange L.L.C.

BMP Moorestown Realty L.L.C.

Maple 6 Campus L.L.C.

14 Commerce Realty L.L.C.

4 Sentry Realty L.L.C.

5 Wood Hollow Realty L.L.C.

Xxxxx Realty Associates L.L.C.

Triad Realty Associates L.L.C.

West Avenue Realty Associates L.L.C.

Knightsbridge Realty L.L.C.

Xxxxxx Plaza II Realty L.L.C.

1 Commerce Realty L.L.C.

1 Executive Realty L.L.C.

101 Executive Realty L.L.C.

102 Executive Realty L.L.C.

1256 N. Church Realty L.L.C.

1507 Lancer Realty L.L.C.

2 Commerce Realty L.L.C.

2 Executive Realty L.L.C.

2 Twosome Realty L.L.C.

201 Commerce Realty L.L.C.

225 Executive Realty L.L.C.

30 Twosome Realty L.L.C.

31 Twosome Realty L.L.C.

343 Thornall Holding L.L.C.

40 Twosome Realty L.L.C.

400 Chestnut Realty L.L.C.

41 Twosome Realty L.L.C.

461 From Realty L.L.C.

470 Chestnut Realty L.L.C.

50 Twosome Realty L.L.C.

530 Chestnut Realty L.L.C.

6 Parsippany L.L.C.

97 Xxxxxxx Realty L.L.C.

Eleventh Springhill Lake Associates L.L.C.

Fourteen Springhill Lake Associates L.L.C.

M-C Church Realty L.L.C.

M-C Harborside Promenade LLC

X-X Xxxxxx LLC

M-C Lenola Realty L.L.C.

M-C Plaza II & III L.L.C.

M-C Plaza IV L.L.C.

M-C Plaza V L.L.C.

M-C Red Bank Realty L.L.C.

Xxxx-Xxxx Short Hills L.L.C.

Xxxx-Xxxx Springing L.L.C.

Xxxx-Xxxx Woodbridge L.L.C.

Parsippany 4/5 Realty L.L.C.

Palladium Realty L.L.C.

Tenth Springhill Lake Associates L.L.C.

Twelfth Springhill Lake Associates L.L.C.

Maple 4 Campus L.L.C.

25 Commerce Realty L.L.C.

600 Horizon Center L.L.C.

12 Xxxxxxxx Realty L.L.C.

343 Thornall SPE LLC

35 Waterview SPE LLC

Newark Center Holding L.L.C.

3 Campus Realty L.L.C.

55 Corporate Realty LLC

The Xxxx Services Company, LLC

The Xxxx Company, LLC

The Xxxx Real Estate Advisors Company, L.L.C.

The Xxxx Investment Services Company, LLC

The Xxxx Management Company, LLC

2 Paragon Realty L.L.C.6

3 Paragon Realty L.L.C.6

4 Paragon Realty L.L.C.

100 Willowbrook Realty L.L.C.6

000 Xxxxxx Xxxxxx Associates

101 Xxxxxx Urban Renewal Associates

101 Xxxxxx Leasing Associates

4 Sylvan SPE LLC7

20 Waterview SPE LLC7

85 Xxxxxxxxxx SPE LLC7

6 Xxxxxx SPE LLC7

210 Clay SPE LLC7

10 Independence SPE LLC7

2 Independence SPE LLC7

4 Xxxxxx SPE LLC7

1280 Wall SPE LLC7

75 Xxxxxxxxxx SPE LLC7

One Grande SPE LLC7

101 Commerce Realty L.L.C.

14 Sylvan Realty L.L.C.

35 Waterview Holding L.L.C.

395 W. Passaic L.L.C.

CCMA Nominee L.L.C.

Hanover 3201 Realty L.L.C.

M-C 000 Xxxxx A L.L.C.

M-C 125 Broad C L.L.C.

M-C 2 South Gold L.L.C.8

M-C 3 AAA L.L.C.8

M-C 5 AAA L.L.C.8

M-C 6 AAA L.L.C.8

XX Xxxxxx Realty L.L.C.

XX Xxxxxx Holding L.L.C.

One River Associates9

Parsippany 202 Realty L.L.C.

Parsippany Hanover Realty II L.L.C.

6 Entities are wholly owned by Xxxx-Xxxx Freehold L.L.C.

7 Entities are wholly owned by Xxxx SLG NJ Mezz LLC

8 Entities are wholly owned by Xxxxxx Realty Associates L.P.

9 Entity is a limited partnership owned by MC One River General L.L.C. (1% general partner) and MC One River Limited L.L.C. (99% limited partner)

Sixteenth Springhill Lake Associates LLC

Xxxx SLG NJ Operating Partnership, L.P.10

Xxxx SLG NJ GP LLC11

Xxxx-Xxxxx-Xxxx LLC

Xxxx SLG NJ Mezz LLC12

MC Xxxxxxxx Xxxxxxx Lake, L.L.C.

M-C Campus Town L.L.C.

M-C 101 Xxxxxx Associates L.L.C.

XX Xxxxxx Holding L.L.C.

MC Knightsbridge Holding L.P.

MC One River General L.L.C.

MC One River Limited L.L.C.

Xxxx-Xxxx Texas Property L.P.13

0 Xxxxx Xxxxxx L.L.C.

Xxxxxx Center II Mezz D L.L.C.

Xxxxxx Center II Mezz E L.L.C.14

Xxxxxx Center II Mezz F L.L.C.15

Xxxxxx Center TIC II L.L.C.16

Xxxxxx Center I Mezz A L.L.C.

Xxxxxx Center I Mezz B L.L.C.17

Xxxxxx Center I Mezz C L.L.C.18

Xxxxxx Center TIC I L.L.C.19

MC Exchange Place L.L.C.

Xxxx-Xxxx Freehold L.L.C.

Property Ownership Entities-RRLP20

M-C Harsimus Partners L.L.C.

M-C Plaza VI & VII L.L.C.

Xxxx-Xxxx Xxxxxxx Road L.L.C.

MC 55 Corporate Manager L.L.C.

Littleton Realty Associates L.L.C.

Greenbelt/Springhill Lake Associates, LLC

00 Xxxx XXX XX Operating Partnership, L.P. (“OPLP”) is owned as follows: Xxxx SLG NJ GP LLC owns a 3.173% general partnership interest, Xxxx-Xxxxx-Xxxx LLC owns a 93.720% limited partnership interest and various holders own a 3.107% limited partnership interest.

11 Entity wholly owned by Xxxx-Xxxxx-Xxxx LLC

12 Entity wholly owned by XXXX

00 Xxxx-Xxxx Xxxxx Property L.P. (“MCTPLP”) is owned as follows: Xxxx-Xxxx Sub XVII, Inc. owns a 1% general partner interest and MCRLP owns a 99% limited partner interest.

14 Wholly owned by Xxxxxx Center II Mezz D L.L.C.

15 Wholly owned by Xxxxxx Center II Mezz E L.L.C.

16 Wholly owned by Xxxxxx Center II Mezz F L.L.C.

17 Wholly owned by Xxxxxx Center I Mezz A L.L.C.

18 Wholly owned by Xxxxxx Center I Mezz B L.L.C.

19 Wholly owned by Xxxxxx Center I Mezz C L.L.C.

20 Entities are wholly owned by RRLP unless otherwise noted

MC Roseland NJ Holdings L.L.C.

MC Roseland MA Holdings L.L.C.

MC Roseland NY Holdings L.L.C.

MC Roseland VA Holdings L.L.C.

MC Roseland Epsteins L.L.C.21

MC Roseland Jersey City II L.L.C.21

MC Roseland Monaco L.L.C.21

Roseland /Overlook, L.L.C.22

MC Roseland Port Imperial South 15 L.L.C.21

XXXX XX Member L.L.C.23

233 Canoebrook Associates L.L.C.

Roseland /Short Hills L.L.C.

MC Roseland/North Retail, L.L.C.21

Roseland/Xxxxxxxx, L.L.C.21

Roseland/Eastchester, L.L.C.24

Roseland/Lincoln Harbor, L.L.C.21

MC Roseland Marbella South L.L.C.21

Roseland/Port Imperial, L.L.C.21

MC Roseland Port Imperial 13, L.L.C.21

MC Roseland Portside at Pier One L.L.C.22

Xxxxxxxx/Xxxxxxxx 0X/0X, X.X.X.00

Xxxxxxxx/Xxxxxxxxx G, L.L.C.21

MC Roseland Hillsborough, L.L.C.21

MC Roseland/Waterfront Partners, L.L.C.21

Roseland/Port Imperial South, L.L.C.21

MC Roseland Portside L.L.C.22

Alterra I L.L.C.22

Xxxx-Xxxx TC L.L.C.22

Alterra II L.L.C.25

Marbella Land Holding, L.L.C.26

Portside Master Company, L.L.C.27

Portside Holdings, L.L.C.28

Xxxx-Xxxx Harborside Unit A L.L.C.

701 2nd St. WDC Member L.L.C.

Andover Place Apts. L.L.C.22

Greenbelt GKA Realty LLC

Greenbelt I-1 Realty L.L.C.

Greenbelt L Realty L.L.C.

MC Richmond NB L.L.C.

21 Entity wholly owned by MC Roseland NJ Holdings L.L.C.

22 Entity wholly owned by MC Roseland MA Holdings L.L.C.

23 Entity wholly owned by MC Roseland VA Holdings L.L.C.

24 Entity wholly owned by MC Roseland NY Holdings L.L.C.

25 Entity wholly owned by MC 00 Xxxxxxxxx Xxxxx LLC

26 Entity wholly owned by Roseland Marbella South, L.L.C.

27 Entity is owned 85% by MC Roseland Portside at Pier One L.L.C. and 15% by an unaffiliated third party

28 Entity is owned 85% by MC Roseland Portside L.L.C. and 15% by an unaffiliated third party

MC Riverwatch NB L.L.C.

MC Roseland Washington Street, X.X.

XX Xxxxxxxx Worcester L.L.C.22

Overlook Ridge Chase II L.L.C.22

Overlook Ridge JV 2C/3B, L.L.C.29

Overlook Ridge JV LLC30

Park Square TIC L.L.C.

PSA Rahway TIC L.L.C.

Rahway Apts. TIC L.L.C.

Roseland Residential Holding L.L.C.31

RRT Greenbelt Holding L.L.C.

MC 00 Xxxxxxxxx Xxxxx L.L.C.32

XS Hotel Associates L.L.C.33

XS Hotel Urban Renewal Associates L.L.C.34

MC Monument Apartment L.P.

LR Overlook Phase III, L.L.C.35

Overlook Ridge Apartment Investors, LLC36

55 Corporate Realty L.L.C.

M-C Chestnut Street Realty L.L.C.

MC Port Imperial Hotel L.L.C.

MC Roseland Port Imperial 11, L.L.C.21

Portside 0/0, X.X.X.00

Xxxxxxxx 0/0, X.X.X.00

Xxxxxxxx Freehold L.L.C.21

Harborside Unit A Urban Renewal, L.L.C.38

Business Trusts

Xxxx-Xxxx Property Trust39

Xxxx-Xxxx Sub XV Trust40

M-C Penn Management Trust40

Roseland Residential Trust41

29 Entity is wholly owned by Xxxxxxxx/Xxxxxxxx 0X/0X, X.X.X.

30 Entity is wholly owned by Roseland/Overlook, L.L.C.

31 Entity wholly owned by RRT

32 Entity owned 50% by 55 Corporate Partners L.L.C. & 50% by MC 55 Corporate Manager L.L.C.

33 Entity is wholly owned by XS Hotel Urban Renewal Associates L.L.C.

34 Entity wholly owned 90% by MC Port Imperial Hotel L.L.C. and the remaining 10% by an unaffiliated third party

35 Entity wholly owned by Overlook Ridge JV, LLC

36 On or about January 5, 2016, this entity will be wholly owned by Overlook Ridge JV 2C/3B, L.L.C.

37 Wholly owned by Portside Holdings L.L.C.

38 Entity owned 85% by Xxxx-Xxxx Harborside Unit A L.L.C. and 15% by an unaffiliated third party

39 Xxxx-Xxxx Property Trust (“MCPT”) is owned as follows: MCRLP owns a 99.9% common interest and approximately 130 individuals own an aggregate .1% preferred interest

40 These are MD business trusts which are authorized to issue 200 shares of common stock, 100 shares are currently issued and outstanding held by MCPT.

41 RRT is owned 89.16% by MCRLP; 10.55% by MCPT and .29% by MCTPLP

Property Ownership Entities (PA)42

Five Sentry Realty Associates X.X.

Xxxx-Xxxx-R Company No. 1 L.P.

M C100 IMW Holding X.X.

XX Xxxxxx Center Investor L.L.C.43

MC Monument Holding L.P.

MC OPM Holding L.P.

MC Rosetree Holding L.P.

MC Sentry Holding L.P.

MC Westlakes Holding X.X.

XX Xxxxxxx Holding L.P.

Property Ownership Entities (TX)44

Clearbrook Road Associates L.L.C.

3 Xxxxx Realty L.L.C.

4 Sentry Holding L.L.C.

Xxxx-Xxxx Holmdel LLC

14/16 Skyline Realty L.L.C.

225 Corporate Realty L.L.C.

1266 Soundview Realty L.L.C.

Miscellaneous Entities

West Ave. Maintenance Corp.45

Xxxxxx Maintenance Corp.45

South West Maintenance Corp.45

Main Martine Maintenance Corp.45

Mid-West Maintenance Corp.45

Xxxx-Xxxx Realty Acquisition Corp.46

Xxxx-Xxxx E Commerce L.L.C.47

PW/MS OP Sub III, LLC48

PW/MS Management Co., Inc.49

42 The PA limited partnerships are owned: 9i) Xxxx-Xxxx Sub XV Trust owns a 1% general partnership interest and (ii) MCPT owns a 99% limited partnership interest.

43 Entity is wholly owned by MCPT.

44 These limited liability companies are wholly owned by MCTPLP.

45 Each of the Maintenance Corporations is authorized to issue 200 shares of common stock; 10 shares of each Maintenance Corporation are issued and outstanding. MCRC owns all the issued and outstanding shares of common stock of each Maintenance Corporation.

46 Xxxx-Xxxx Realty Acquisition Corp. is authorized to issue 1000 shares of common stock; 10 shares of such corporation are issued and outstanding. MCRC owns all the issues and outstanding shares of common stock.

47 MCRLP is the sole member of these limited liability companies.

48 This entity is wholly owned by The Xxxx Management Company, L.L.C.

Xxxx-Xxxx Facility L.L.C.50

Xxxx-Xxxx Management L.L.C.47

MC Free Wi-Fi L.L.C.47

Garden State Vehicle Leasing L.L.C.47

Empire State Vehicle Leasing L.L.C.47

Roseland Management Services L.P.51

Roseland Acquisition Corp.52

Roseland QRS Inc.52

Roseland Residential TRS Corp.53

Joint Ventures54

Cal-Harbor So. Pier Urban Renewal Associates L.P.

Plaza VIII & IX Associates L.L.C.

Red Bank Corporate Plaza, LLC

MC 55 Condo Associates LLC

MCPRC, LLC

One Campus Associates LLC

000 Xxxx Xxxxxx, LLC

Port Imperial South, LLC

Port Imperial South 4/5 Garage, L.L.C.

Port Imperial South 4/5 Retail, L.L.C.

Corporations / Limited Liability Companies (TRS)

Xxxx-Xxxx TRS Holding Corporation55

Xxxx-Xxxx D.C. Management Corp.56

Xxxx-Xxxx Advantage Services Corporation57

Xxxx-Xxxx Realty Construction Corporation58

MCPT TRS Holding Corporation59

49 The sole shareholder of PW/MS Management Co., Inc. is PW/MS OP Sub III, LLC.

50 This entity is wholly owned by The Xxxx Real Estate Services Company L.L.C.

51 This entity is owned 99% by MC Roseland TRS Operating L.L.C. and 1% by Roseland Services L.L.C.

52 5,000 common shares issued and outstanding to MCRC

53 5,000 common shares issued and outstanding to RRT

54 These entities are Partially Owned Entities as defined in the Term Loan Agreement

55 Xxxx-Xxxx TRS Holding Corporation is authorized to issue 1000 shares of common stock; of which 1000 shares have been issued to MCRLP.

56 Xxxx-Xxxx D.C. Management Corp. is authorized to issue 1000 shares of common stock; 100 shares are issued and outstanding. Xxxx-Xxxx TRS Holding Corporation owns all the issued and outstanding shares.

57 Xxxx-Xxxx Advantage Services Corporation is authorized to issue 1000 shares of common stock. MCRLP owns 1000 shares, which are the only issued and outstanding shares.

58 Xxxx-Xxxx Realty Construction Corporation is authorized to issue 1000 shares of common stock; 100 shares of such corporation are issued and outstanding. Xxxx-Xxxx Services, Inc. owns all of the issued and outstanding shares of common stock.

59 MCPT TRS Holding Corporation is authorized to issue 1000 shares of common stock; all of which are issued to MCPT.

Xxxx-Xxxx Services, Inc.60

Xxxx Real Estate Services Company L.L.C.

The Xxxx Construction Services Company, LLC61

The Xxxx Contracting Company, LLC62

M-C Construction Services, Inc.

Garden State Café Licensing L.L.C.

MC Roseland TRS Operating L.L.C.

Roseland/Port Imperial South, L.L.C.63

Roseland 4/5 Holding, L.L.C.63

XX Xxxxxxxx L.L.C.63

Roseland Services L.L.C.63

Roseland Management Holding, L.L.C.63

Roseland Management Company, L.L.C.64

Roseland Design, L.L.C.63

Roseland Asset Services, L.L.C.63

Roseland/RBA, L.L.C.63

Empire State Café Licensing L.L.C.

Empire State Funding L.L.C.

Harborside Hospitality Corp.65

Hanover Hospitality Corp.65

MC Parsippany Hospitality Corp.65

Nutmeg State Café Licensing L.L.C.

MC Port Imperial Hotel TRS L.L.C.63

Port Imperial South 1/3 Garage L.L.C.66

Port Imperial South 1/3 Holding L.L.C.

Port Imperial South 1/3 Retail, L.L.C.66

Roseland Hospitality Corp.67

Protective Trusts

MCPT Trust68

MCRC Trust69

60 Xxxx-Xxxx Services, Inc. (“MCSI”) is authorized to issue 20,000 shares of common stock; 19,800 shares of common stock are issued and outstanding. MCRLP owns all of the issue and outstanding shares of common stock.

61 This entity is wholly owned by Xxxx Real Estate Services Company, LLC

62 This entity is wholly owned by The Xxxx Construction Company, L.L.C.

63 These entities are wholly owned by MC Roseland TRS Operating L.L.C.

64 Entity wholly owned by Roseland Management Holding, L.L.C.

65 200 shares of common stock; of which 100 shares are issued and outstanding. MCSI owns all of the issued and outstanding shares.

66 Wholly owned by Port Imperial South 1/3 Holding L.L.C.

67 200 shares of common stock authorized; all 200 shares issued to MC Roseland TRS Operating L.L.C.

68 MCPT Trust is a Delaware trust. The sole beneficiary of this trust is MCPT TRS Holding Corporation.

69 MCRC Trust is a Delaware trust. The sole beneficiary of this trust is Xxxx-Xxxx TRS Holding Corporation.

Joint Ventures (Xxxx)70

M-C Newark LLC

X-X Xxxxxxxx LLC

M-C 3 Campus, LLC

M-C Transit, LLC

55 Corporate Partners, LLC

Xxxx ONC Associates, L.L.C.71

MCPT Entities72

Roseland Owners Associates L.L.C.

Xxxxxx Princeton Associates L.L.C.

Horizon Center Realty Associates L.L.C.

Jumping Brook Realty Associates L.L.C.

300 Horizon Realty L.L.C.

201 Willowbrook Funding L.L.C.

M-C Capitol Associates L.L.C.

3 Sylvan Realty L.L.C.73

3 Sylvan Holding L.L.C.74

Metroview 333 Realty L.L.C.74

Non-Profit/Owner Association Entities75

Campus Conservation and Management Association, Inc.

Xxxx-Xxxx Business Campus Association, Inc.

Princeton Junction Metro Office Center Association, Inc.

The Horizon Center Property Owners Association Inc.

The Xxxx-Xxxx Foundation76

The Commercial 4/5 Condominium Association Inc.

Outstanding Securities or Agreements Exchangeable for or Convertible Into Shares, or Equity Interests, in MCRC’s Subsidiaries: None

70 Entities are owned 99.9% by a Xxxx-Xxxx subsidiary and .1% by Xxxx Xxxx subsidiary, except where noted.

71 Entity wholly owned by M-C Newark LLC

72 Entities are wholly owned by MCPT.

72 200 shares of common stock authorized; of which 100 shares issued to MCPT

73 Entity wholly owned by 3 Sylvan Holding L.L.C.

74 As of the date of this Schedule, this entity is wholly owned by a qualified intermediary. When the reverse exchange closes, the entity will be wholly owned by MCPT.

75 Entities own and/or maintain common areas in corporate parks and are owned by each owner of property in the respective parks. All entities are controlled and managed by Xxxx-Xxxx.

76 Not-for-profit charitable foundation.

Outstanding Commitments, Etc. of MCRC’S Subsidiaries to Issue, Sell, Transfer, Etc. Shares, or Equity Interests, in MCRC’s Subsidiaries: None

Shares of, or Equity Interests In, MCRC’s Subsidiaries Held by MCRC Subject to Restriction on Transfer: None

Xxxx-Xxxx Realty Corporation

Schedule 6.3(a)

Unencumbered Properties

As of December 31, 2015

NO.	PROPERTY NAME	XXXXXX XXXXXXX	XXXX	XX.
0	0 XXXXXX XXXXXX	1 XXXXXX AVENUE	WHITE PLAINS	NY
2	1 EXECUTIVE PLAZA	1 EXECUTIVE BOULEVARD	YONKERS	NY
3	0 XXXXX XXXXX	1 XXXXX PLAZA	YONKERS	NY
4	0 XXXXXXX XXXXX	0 XXXXXXX XXXXX	XXXXXXXXX	XX
5	0 XXXXXXXXX XXXX	0 XXXXXXXXX XXXX	XXXXXXXX	XX
6	0 XXXXX XXXXXX	0 XXXXX XXXXXX	XXXXX XXXXXX	XX
7	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
8	00 XXXXXXX XXXXX	00 XXXXXXX XXXXX	XXXXXXXXX	XX
9	000 XXXXXXXXXX XXXX	000 XXXXXXXXXX XXXX	XXXXXXXX	XX
10	000 XXXXXXXX XXX	000 XXXXXXXX XXX	XXXXXX	XX
11	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXX	XX
12	100 HORIZON CENTER BOULEVARD	000 XXXXXXX XXXXX	XXXXXXXX XXX.	XX
13	000 XXXXXX XXXXX XXXX	000 XXXXXX XXXXX XXXX	XXXXXXXX	XX
14	000 XXXXXX XXXXXX	000 XXXXXX XXXXXX	XXXXXX XXXX	XX
15	000 XXXXXXXXXX XXXXXXX	000 XXXXXXXXXX XXXXXXX	XXXXXXXX	XX
16	00 XXXXXXXXXX XXXX	00 XXXXXXXXXX XXXX	XXXXXXXX	XX
17	00 XXXXXXXX XXXXX ASSOC., LLC	00 XXXXXXXX XXXXX	XXXXXXXX	XX
18	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
19	00 XXXXXXX XXXXXX	00 XXXXXXX XXXXXX	XXXXX XXXXXX	XX
20	00 XXXXXXX XXXXX	00 XXXXXXX XXXXX	XXXXXXXXX	XX
21	00 XXXXXXX XXXXX	00 XXXXXXX XXXXX	XXXXXXXXX	XX
22	000 XXXXXXXX XXX	000 XXXXXXXX XXX	XXXXXX	XX
23	000 XXXXXXX XXXXXX	000 XXXXXXX XXXXXX	XXXXXXXX XXXX	XX
24	0000 XXXXXXXXXXX XXXXXX, XX	0000 XXXXXXXXXXX XXX, XX	XXXXXXXXXX	XX
25	000 XXXXX XXXXXX CONDO A	000 XXXXX XXXXXX	XXX XXXX	XX
26	000 XXXXX XXXXXX CONDO C	000 XXXXX XXXXXX	XXX XXXX	XX
27	0000 XXXXXX XXXXXXX	0000 XXXXXX XXXXXXX	XXXX	XX
28	0000 XXXXXXX XXXX	0000 XXXXXXX XXX.	XXXX	XX
29	0000 XXXXXXX XXXX XXXX. X	1324 XXXXXXX AVE.	WALL	NJ
30	0000 XXXXXX XXXXXXX	0000 XXXXXX XXXXXXX	XXXX	XX
31	0000 XXXXXX XXXXXXX	0000 XXXXXX XXXXXXX	XXXX	XX
32	0000 XXXXXX XXXXXXX	0000 XXXXXX XXXXXXX	XXXX	XX
33	0000 XXXXXX XXXXXXX	0000 XXXXXX XXXXXXX	XXXX	XX
34	14 COMMERCE REALTY L.L.C.	00 XXXXXXXX XXXXX	XXXXXXXX	XX
35	000 XXXXXXXX XXX	000 XXXXXXXX XXX	XXXXXX	XX
36	0000 X XXXXXX, XX	0000 X XXXXXX, XX	XXXXXXXXXX	XX
37	0000 XXXXXXX 00, XXXXX. ABC	0000 XXXXX 00	XXXX	XX
38	00 XXXXXXX XXXXX	00 XXXXXXX XXXXX	XXXXXXXXX	XX
39	000 XXXXXXXXXX XXXX	000 XXXXXXXXXX XXXX	XXXXXXXX	XX
40	00 XXXXXXX XXXXX	00 XXXXXXX XXXXX	XXXXXXXXX	XX
41	000 XXXXXXXXXX XXXX	000 XXXXXXXXXX XXXX	XXXXXXXX	XX
42	2 EXECUTIVE PLAZA	2 EXECUTIVE PLAZA	YONKERS	NY
43	0 XXXXXXX XXX	0 XXXXXXX XXX	XXXXXXXX	XX

NO.	PROPERTY NAME	XXXXXX XXXXXXX	XXXX	XX.
00	0 XXXXXXX XXXXX	0 XXXXXXX XXXXX	XXXXXXXXX	XX
45	0 XXXXX XXXX XXXXX	0 XXXXX XXXX XXXXX	XXXXXXXX TWP.	NJ
46	0 XXXXXXXXX XXXX	0 XXXXXXXXX XXXX	XXXXXXXX	XX
47	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
48	00 XXXXXXXX XXXXX ASSOC., LLC	00 XXXXXXXX XXXXX	XXXXXXXX	XX
49	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
50	000 XXXXXXXXXX XXXX	000 XXXXXXXXXX XXXX	XXXXXXXX	XX
51	000 XXXXXXXXX XXXX S.	000 XXXXXXXXX XXXX X.	XXXXXXX	XX
52	000 XXXXXXX XXXXX	000 XXXXXXX XXXXX	XXXXXXXX XXX.	XX
53	000 XXX XXXX XXXXX XXXX	000 XXX XXXX XXXXX XXXX	XXXXXXXXX	XX
54	000 XXXXX XXXX XXXX, XXXXXXX XXXXX	000 XX. XXXX XXXX	XXXXXXX XXXXX	XX
55	000 XXXXX XXXXXX XXXX	000 XXXXX XXXXXX XXXX	XXXXXXXXX	XX
56	000 XXXXX XXXX XXXX, XXXXXXX XXXXX	000 XX. XXXX XXXX	XXXXXXX XXXXX	XX
57	00 XXXXXXXX XXXXX	00 XXXXXXXX XXXXX	XXXXXXXX	XX
58	000 XXXXXXXXXX XXXX	000 XXXXXXXXXX XXXX	XXXXXXXX	XX
59	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
00	0 XXX XXXXX	0 XXX XXXXX	XXXXXXXX TWP.	NJ
61	0 XXXXXX XXXXXX	0 XXXXXX XXXXXX	XXXXX XXXXXX	XX
62	0 XXXXXXXXX XXXXXXXXX	3 EXECUTIVE BOULEVARD	YONKERS	NY
63	3 XXXXX REALTY LLC	0 XXXXX XXXXX	XXXXXXX	XX
64	0 XXXXXXX XXX	0 XXXXXXX XXX	XXXXXXXX	XX
65	0 XXXXXXXXX XXXX	0 XXXXXXXXX XXXX	XXXXXXXX	XX
66	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
67	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
68	000 XXXXXXX XXXXX	000 XXXXXXX XXXXX	XXXXXXXX XXX.	XX
69	300 XXXX REALTY ASSOCIATES LLC	000 XXXX XXXXXXXXX	XXXXXXXXX XXXX	XX
70	343 THORNALL SPE LLC	000 XXXXXXXX XXXXXX	XXXXXX	XX
71	35 WATERVIEW SPE LLC	00 XXXXXXXXX XXXXXXXXX	XXXXXXXXXX	XX
72	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
73	000 X. XXXXXXX LLC	000 XXXX XXXXXXX	XXXXXXXX XXXX	XX
74	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
75	4 EXECUTIVE PLAZA	4 EXECUTIVE PLAZA	YONKERS	NY
76	0 XXXXXXX XXX	0 XXXXXXX XXX	XXXXXXXX	XX
77	0 XXXXXXX XXXXX	0 XXXXXXX XXXXX	XXXXXXXXX	XX
78	0 XXXXXXXXX XXXX	0 XXXXXXXXX XXXX	XXXXXXXX	XX
79	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
80	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
81	000 XXXXXXXX XXXXX	000 XXXXXXXX XXXXX XXXX	XXXXXXXXX XXXX	XX
82	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
83	000 XXXX XXX & EXPANSION	000 XXXX XXXXXX	XXXXXXXX	XX
84	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
85	0 XXXXX XXXXX	5 XXXXX PLAZA	YONKERS	NY
86	0 XXXXXXX XXXXX	0 XXXXXXX XXXXX	XXXXXXXXX	XX
87	0 XXXXXXXXX XXXX	0 XXXXXXXXX XXXX	XXXXXXXX	XX

NO.	PROPERTY NAME	XXXXXX XXXXXXX	XXXX	XX.
00	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
89	5 WOOD HOLLOW REALTY	0 XXXX XXXXXX XXXX	XXXXXXXXXX	XX
90	00 XXXXXXXXX XXXXXXXXX	00 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
91	00 XXXX XXXXXX	00 XXXX XXXXXX	XXXXX XXXXXX	XX
92	000 XXXXXXX XXXX XXXX	000 XXXXXXX XXXX XXXX	XXXXXXXXXX	XX
93	000 XXXXXXXX XXXXXXXX ASSOCIATES, LLC	000 XXXXXXXX XXXXXXXX	XXXXXXX XXXX	XX
94	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
95	000 XXXXXXX XXXXX	000 XXXXXXX XXXXX	XXXXXXXX XXX.	XX
96	000 XXXX XXXXXX	000 XXXX XXXXXX	XXXXXXXX	XX
97	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
98	000 XXXX XXXXXX	000 XXXX XXXXXX	XXXXXXXX	XX
99	6 EXECUTIVE PLAZA	6 EXECUTIVE PLAZA	YONKERS	NY
100	0 XXXXXXX XXXXX	0 XXXXXXX XXXXX	XXXXXXXXX	XX
101	0 XXXXXXXXX XXXX	0 XXXXXXXXX XXXX	XXXXXXXX	NY
102	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
103	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
104	600 HORIZON CENTER LLC	000 XXXXXXX XXXXX	XXXXXXXX XXX.	XX
105	600 PARSIPPANY ASSOC, LLC	000 XXXXXXXXXX XXXX	XXXXXXXXXX	XX
106	000 XXXX XXXXXX	000 XXXX XXXXXX	XXXXXXXX	XX
000	0000 XXX XXXX	0000 XXX XXXX	XXXXXXXXX	XX
108	0000 XXX XXXX	0000 XXX XXXX	XXXXXXXXX	XX
109	0000 XXX XXXX	0000 XXX XXXX	XXXXXXXXX	XX
110	0000 XXX XXXX	0000 XXX XXXX	XXXXXXXXX	XX
111	0000 XXX XXXX	0000 XXX XXXX	XXXXXXXXX	XX
112	0000 XXX XXXX	0000 XXX XXXX	XXXXXXXXX	XX
113	000 XXXX XXXXXX	000 XXXX XXXXXX	XXXXXXXX	XX
114	0 XXXXX XXXXX	0 XXXXX XXXXX	YONKERS	NY
115	7 WESTCHESTER PLAZA	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
116	000 XXXXXXXXX XXXXXXXXX	000 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
117	000 XXXXXXX XXXXX	000 XXXXXXX XXXXX	XXXXXXXX XXX.	XX
000	00 XXXXXXXXXX XXXX	00 XXXXXXXXXX XXXX	XXXXXXXX	XX
119	00 XXXXXXXXX XXXXXXXXX	00 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
120	0 XXXXXXX XXXXX	0 XXXXXXX XXXXX	XXXXXXXXX	XX
121	0 XXXXXXXXXXX XXXXX	0 XXXXXXXXXXX XXXXX	XXXXXXXX	XX
122	00 XXXXXXXX XXX	00 XXXXXXXX XXX	XXXXXX	XX
123	00 XXXXXXXXX XXXXXXXXX	00 XXXXXXXXX XXXXXXXXX	XXXXXXXX	XX
124	000 XXXXX XXXXXX XXXX	000 XXXXX XXXXXX XXXX	XXXXXXXXXX	XX
000	000 XXXXXXXXX XXXXX	000 XXXXXXXXX XXXXX	XXXXXX	XX
000	XXXXXXX XX XXXXXXXX XXXXX XX	00 XXXXXXXX XXXXX XXXXX	XXXXXX	XX
000	XXXXXXX XX XXXXXXXX XXXXX II	00 XXXXXXXX XXXXX XXXXX	XXXXXX	XX
000	XXXXXXX XXXXX	000 XXXXXXXX XXXXX	XXXXXXX	XX
129	BRIDGE PLAZA REALTY ASSOCIATES LLC	XXX XXXXXX XXXXX	XXXX XXX	XX
000	BROMLEY ONE	0 XXXXX XXXX	XXXXXXXXXX	XX
131	BROMLEY TWO	0 XXXXX XXXX	XXXXXXXXXX	XX

NO.	PROPERTY NAME	XXXXXX XXXXXXX	XXXX	XX.
000	XXX-XXXXXX II & III URB. REN. ASSOC. LP	PLAZA 2	JERSEY CITY	NJ
133	CAL-HARBOR II & III URB. REN. ASSOC. LP	PLAZA 3	JERSEY CITY	NJ
134	CALI BUILDING V ASSOCIATES, LLC	00 XXXXXXX XXXXX	XXXXXXXX	XX
135	CALI HARBORSIDE PLAZA I ASSOC LP	PLAZA 1	JERSEY CITY	NJ
000	XXXX-XXXXXXXXXX	XXXXX 0-X	XXXXXX XXXX	XX
000	XXXXXXX XXXXX - XXXXXXXX	000 XXXXXXXX XXXXXX	XXXXXXXXX	XX
138	CLEARBROOK ASSOCIATES	000 XXXXXXXXXX XXXX	XXXXXXXX	XX
139	COLOR GRAPHICS	000 XXXXXXXX XXXXX	XXXXXXXXXX	XX
140	FLEX II	0 XXXXXXXX XXXXX	XXXXXXXXXX	XX
141	FLEX III	000 XXXXXXXX XXXXX	XXXXXXXXXX	XX
142	FLEX IV	000 XXXXXXXX XXXXX	XXXXXXXXXX	XX
143	FLEX IX	000 XXXXXXXXX XXXXX	XXXXXXXXXX	XX
144	FLEX V	000 XXXXXXXX XXXXX	XXXXXXXXXX	XX
145	FLEX VI	0 XXXXXXXXX XXXXX	XXXXXXXXXX	XX
146	FLEX VIII	000 XXXXXXXXX XXXXX	XXXXXXXXXX	XX
147	FLEX X	0000 X XXXXXX XXXXXX	XXXXXXXXXX	XX
148	FLEX XI	000 XXXXXXXXX XXXXX	XXXXXXXXXX	XX
149	FLEX XII	000 X XXXXXX XXXX	XXXXXXXXXX	XX
150	FLEX XIV	000 X XXXXXX XXXX	XXXXXXXXXX	XX
151	FLEX XIX	0000 X. XXXXXX XXXXXX	XXXXXXXXXX	XX
152	FLEX XV	00 XXXXXXX XXXXX	XXXXXXXXXX	XX
153	FLEX XVI	00 XXXXXXX XXXXX	XXXXXXXXXX	XX
154	FLEX XVII	00 XXXXXXX XXXXX	XXXXXXXXXX	XX
155	FLEX XVIII	0000 X. XXXXXX XXXXXX	XXXXXXXXXX	XX
156	FLEX XX	00 XXXXXXX XXXXX	XXXXXXXXXX	XX
157	FLEX XXI	00 XXXXXXX XXXXX	XXXXXXXXXX	XX
158	FLEX XXII	00 XXXXXX XXXX	XXXXXXXXXX	XX
159	FLEX XXIII	0 XXXXXXX XXXXX	XXXXXXXXXX	XX
160	FLEX XXIV	0000 XXXXXX XXXXX	XXXXXXXXXX	XX
161	FLEX`VII	0 XXXXXXXXX XXXXX	XXXXXXXXXX	XX
162	JUMPING BROOK REALTY ASSOC, LLC	0000 XXXXX 00	XXXXXXX	XX
000	XXXXXXX XXXXX	0000 XXXXXXX XXXXXX	XXXX XXX	XX
000	XXXX XXXXXXXXXXX I	000 XXXXX 000/000	XXXXXXXXXXX	XX
165	XXXX CENTRE VI	000 XXXX XXXX	XXXXXXX	XX
166	XXXX XXXXXXXX	00-00 XXXXXXXX XXXXX	XXXXXXXX	XX
000	XXXX XXXX XXXXXXXXX	000 XXXXXXXXXX XXXX	XXXX XXXXXXXXX	XX
000	XXXX XXXXXXXX XXXXX	000 XXXXXXXXX XXXX	XXXXXX XXXXXX	XX
169	XXXX MONTVALE II	000 XXXXXXXX XXXXX XXXX	XXXXXXXX	XX
000	XXXX XXXXXX XXXX	000 XXXXXXXX XXXXXX	XXX XXXXXXXXXX	XX
171	XXXX XXXXX HILLS	000 X.X. XXXXXXX XXXXXXX	XXXXXXXX	XX
000	XXXX XXXXXXXXXX XX	000 XXXX XXXXXX	XXXXXXXXXX	XX
173	XXXX-XXXX 7 SKYLINE	0 XXXXXXX XXXXX	XXXXXXXXX	XX
174	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXX	XXXXXXXXXX	XX

NO.	PROPERTY NAME	XXXXXX XXXXXXX	XXXX	XX.
000	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXXXX	XXXXXXXXXX	XX
176	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXXXX	XXXXXXXXXX	XX
177	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXXX XXXXX	XXXXXXXXXX	XX
178	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXXXX XXXXX	XXXXXXXXXX	XX
179	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXXX XXXXX	XXXXXXXXXX	XX
180	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXXXX	XXXXXXXXXX	XX
181	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXXX XXXXX	XXXXXXXXXX	XX
182	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXXXX	XXXXXXXXXX	XX
183	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXX	XXXXXXXXXX	XX
184	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXXXX	XXXXXXXXXX	XX
185	XXXX-XXXX BUSINESS CAMPUS	0 XXXXXX XXXXX	XXXXXXXXXX	XX
186	XXXX-XXXX BUSINESS CAMPUS	FIVE SYLVAN WAY	PARSIPPANY	NJ
187	XXXX-XXXX BUSINESS CAMPUS	XXX XXXXXX XXX	XXXXXXXXXX	XX
000	XXXX-XXXX XXXX XXXXXX	0000 XXXXXXXXXX XXXXX	XXXXXX	XX
189	MOUNTAINVIEW	00 XXXXXXXXXXXX XXXX	XXXXX XXXXXX XXXXX	NJ
190	OFFICE ASSOCIATES LLC	000 XXXXXXXXXX XXXXXXX	XXXXXXXX	XX
000	XXX XXXX XXXX XXXX LEASE	PARCEL A	GREENBELT	MD
192	XXX XXXXXX XXXXX	0 XXXXXX XXXXX	XXXXXX	XX
000	XXXXXXXXX XXXXXXXXX XXXXXX REALTY ASSOC., LLC	0 XXXXXXXXXXXX XXX	XXXXXXXXX	XX
000	XXXXXXXXX XXXXXXXX	000 XXXXXXXX XXXXXX	XXXXXXXXX	XX
000	XXXXXXXX XXXXX	0 XXXXXX XXXXXX	XXX XXXXXXXXX	XX
000	XXXXXXXXXX XXXXXXX	000 XXXXX XXXXXX	XXX XXXXXXXXX	XX
197	ROSELAND II LLC	000 XXXXXXXXXX XXXXXXX	XXXXXXXX	XX
000	XXX XXXXXXXX XXXXX ASSOC., LLC	0 XXXXXXXX XXXXX	XXXXXXXX	XX
199	TEXACO - EXECUTIVE PLAZA	0 XXXXXXXXXX XXXXXXXXX	XXXXXXX	XX
000	XXX XXXXXX XXXXX	0 XXXXXX XXXXX	XXXXXX	XX
201	XXXXXX PRINCETON ASSOC., LLC	0 XXXXXX XXXXX	XXXXXXXXX	XX

Xxxx-Xxxx Realty Corporation

Schedule 6.3(c)

Partially-Owned Entities

As of December 31, 2015

Xxxx-Xxxx Interest Holder:		Xxxx-Xxxx Sub XI, Inc.
Name of Entity:		Cal-Harbor So. Pier Urban Renewal Associates L.P.
Type of Entity:		Delaware corporation
Percentage Interest:		1%
Capacity in Ownership:		General partner

Xxxx-Xxxx Interest Holder:		Xxxx-Xxxx Realty, L.P.
Name of Entity:		Cal-Harbor So. Pier Urban Renewal Associates L.P.
Type of Entity:		Delaware limited partnership
Percentage Interest:		49%
Capacity in Ownership:		Limited partner

Xxxx-Xxxx Interest Holder:		3 Campus Realty L.L.C.
Name of Entity:		M-C 3 Campus L.L.C.
Type of Entity:		Delaware LLC
Percentage Interest:		99.9%
Capacity in Ownership:		Member

Xxxx-Xxxx Interest Holder:		Roseland/Eastchester, L.L.C.
Name of Entity:		000 Xxxx Xxxxxx, L.L.C.
Type of Entity:		Delaware LLC
Percentage Interest:		76.25%
Capacity in Ownership:		Member

Xxxx-Xxxx Interest Holder:		MC Roseland NJ Holding L.L.C.
Name of Entity:		Port Imperial South, L.L.C.
Type of Entity:		New Jersey LLC
Percentage Interest:		50% Class 1 Capital; 50% Residual
Capacity in Ownership:		Member

Xxxx-Xxxx Interest Holder:		Xxxxxxxx 0/0 Xxxxxxx, X.X.X.
Name of Entity:		Port Imperial South 4/5 Garage, L.L.C.
Type of Entity:		New Jersey LLC
Percentage Interest:		17.5% Class 1 Capital; 50% Residual
Capacity in Ownership:		Member

Xxxx-Xxxx Interest Holder:		Xxxxxxxx 0/0 Xxxxxxx, X.X.X.
Name of Entity:		Port Imperial South 4/5 Retail, L.L.C.
Type of Entity:		New Jersey LLC
Percentage Interest:		17.5% Class 1 Capital; 50% Residual
Capacity in Ownership:		Member

SCHEDULE 6.7

Litigation

None

SCHEDULE 6.15

Certain Transactions

None

SCHEDULE 6.18

Environmental Compliance

None

SCHEDULE 6.19

Subsidiaries

See attached

J U R I S D I C T I O N R E P O R T - D E T A I L E D for Xxxx-Xxxx Realty Corporation (Id : A116017 )

	Total Rep. Units	: 987
	Active Rep. Units	: 558
	Inactive Rep. Units	: 429
	Non CSC Units	: 9

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

100 Willowbrook Realty L.L.C.

Delaware (D)

07-JUN-2005

3981387

Active

Secretary Of State, Division Of Corporations

100 Willowbrook Realty L.L.C.

New Jersey

10-JUN-2005

0600239334

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

101 Commerce Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274904

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

101 Executive Realty L.L.C.

New Jersey (D)

19-JUL-2006

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

102 Executive Realty L.L.C.

New Jersey (D)

20-JUL-2006

0600275021

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

10 Independence SPE LLC

Delaware (D)

24-JUN-2004

3820923

Active

Secretary Of State, Division Of Corporations

10 Independence SPE LLC

New Jersey

12-JUL-2004

0600207674

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

10 Independence SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

00 Xxxxxxxx Xxxxx Associates L.L.C.

New Jersey (D)

09-NOV-1998

0600058393

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

000 Xxxxxxx Xxxxxx LLC

New Jersey (D)

17-APR-1995

0600019330

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

1256 N. Church Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274890

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

1266 Soundview Realty L.L.C.

Connecticut (D)

29-JUL-2002

0721635

Active

Secretary Of State, Commercial Recording Division

1280 Wall SPE LLC

Delaware (D)

24-JUN-2004

3820947

Active

Secretary Of State, Division Of Corporations

1280 Wall SPE LLC

New Jersey

12-JUL-2004

0600207675

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

12 Skyline Associates, L.L.C.

New York (D)

09-DEC-1999

2448326

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

12 Xxxxxxxx Associates, L.L.C.

New Jersey (D)

11-SEP-1996

—

Non-CSC

—

Generated By CSC’s RecordCenter

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

12 Xxxxxxxx Realty LLC

Delaware (D)

26-MAY-2006

4165604

Active

Secretary Of State, Division Of Corporations

12 Xxxxxxxx Realty LLC

New Jersey

31-MAY-2006

0600270978

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

14/16 Skyline Realty L.L.C.

New York (D)

30-MAY-2002

2772802

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

14 Commerce Realty L.L.C.

New Jersey (D)

15-SEP-2003

0600179843

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

14 Sylvan Realty L.L.C.

New Jersey (D)

09-JUN-2011

0600374650

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

1507 Lancer Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274889

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

000 Xxxx Xxxxxx, X.X.X.

Xxxxxxxx (D)

22-FEB-2012

5113104

Active

Secretary Of State, Division Of Corporations

000 Xxxx Xxxxxx, X.X.X.

Xxx Xxxx

21-MAR-2014

4548530

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

1717 Realty Associates L.L.C.

New Jersey (D)

13-APR-2000

0600088199

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

1 Commerce Realty L.L.C.

New Jersey (D)

20-JUL-2006

0600275026

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

1 Executive Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274906

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

0 Xxxxx Xxxxxx X.X.X.

Xxx Xxxx (X)

14-SEP-2015

4819034

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

201 Commerce Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274893

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

201 Willowbrook Funding L.L.C.

New Jersey (D)

05-MAY-2005

0600235886

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

000 Xxxxxxxxxxx Xxxxxxx X.X.X.

Xxx Xxxx

01-JUN-2007

3525119

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

201 Willowbrook Funding L.L.C.

Pennsylvania

05-JUN-2014

4274108

Active

Department Of State, Corporation Bureau

00 Xxxxxxxx Xxxxx Associates L.L.C.

New Jersey (D)

09-NOV-1998

0600058399

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

20 Waterview SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

20 Waterview SPE LLC

Delaware (D)

24-JUN-2004

3820936

Active

Secretary Of State, Division Of Corporations

20 Waterview SPE LLC

New Jersey

12-JUL-2004

0600207690

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

210 Clay SPE LLC

Delaware (D)

24-JUN-2004

3820946

Active

Secretary Of State, Division Of Corporations

210 Clay SPE LLC

New Jersey

12-JUL-2004

0600207676

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

210 Clay SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

225 Corporate Realty L.L.C.

New Jersey

07-DEC-2006

0600286041

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

225 Corporate Realty L.L.C.

New York (D)

30-MAY-2002

2772814

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

225 Executive Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274885

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

233 Canoebrook Associates, L.L.C.

New Jersey (D)

15-SEP-1997

0600042584

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

25 Commerce Realty, L.L.C.

New Jersey (D)

19-JUL-2002

0600145876

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

2 Commerce Realty L.L.C.

New Jersey (D)

20-JUL-2006

0600275022

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

2 Executive Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274912

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

2 Independence SPE LLC

Delaware (D)

24-JUN-2004

3820934

Active

Secretary Of State, Division Of Corporations

2 Independence SPE LLC

New Jersey

12-JUL-2004

0600207669

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

2 Paragon Realty L.L.C.

Delaware (D)

07-JUN-2005

3981390

Active

Secretary Of State, Division Of Corporations

2 Paragon Realty L.L.C.

New Jersey

10-JUN-2005

0600239336

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

2 Twosome Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274895

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

300 Horizon Realty L.L.C.

New Jersey (D)

17-JUL-2000

0600094138

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

300 Xxxx Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059354

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

30 Twosome Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274900

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

31 Twosome Realty L.L.C.

New Jersey (D)

19-JUL-2006

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

343 Thornall Holding L.L.C.

Delaware (D)

02-MAY-2006

4151936

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

343 Thornall Holding L.L.C.

New Jersey

08-MAY-2006

0600269009

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

343 Thornall SPE LLC

Delaware (D)

24-JUN-2004

3820926

Active

Secretary Of State, Division Of Corporations

343 Thornall SPE LLC

New Jersey

12-JUL-2004

0600207693

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

35 Waterview Holding L.L.C.

Delaware (D)

02-MAY-2006

4151938

Active

Secretary Of State, Division Of Corporations

35 Waterview Holding L.L.C.

New Jersey

08-MAY-2006

0600268999

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

35 Waterview SPE LLC

Delaware (D)

24-JUN-2004

3821164

Active

Secretary Of State, Division Of Corporations

35 Waterview SPE LLC

New Jersey

12-JUL-2004

0600207665

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

35 Waterview SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

395 W. Passaic L.L.C.

New Jersey (D)

23-MAY-2006

0600270399

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

3 Campus Realty LLC

Delaware (D)

26-MAY-2006

4165606

Active

Secretary Of State, Division Of Corporations

3 Campus Realty LLC

New Jersey

31-MAY-2006

0600270980

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

3 Xxxxx Realty L.L.C.

New York (D)

29-JUL-2003

2936081

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

3 Paragon Realty L.L.C.

Delaware (D)

07-JUN-2005

3981388

Active

Secretary Of State, Division Of Corporations

3 Paragon Realty L.L.C.

New Jersey

10-JUN-2005

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

3 Sylvan Holding L.L.C.

New Jersey (D)

08-DEC-2015

0600426872

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

3 Sylvan Realty L.L.C.

New Jersey (D)

24-AUG-2015

0600423827

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

400 Chestnut Realty L.L.C.

New Jersey (D)

02-JUN-2004

0600204111

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

00 Xxxx Xxxxxxxx, X.X.X.

Xxx Xxxxxx (D)

16-MAY-2008

0600325806

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

40 Park L.L.C.

New Jersey (D)

11-MAY-2007

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

40 Twosome Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274898

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

41 Twosome Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274915

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

461 From Realty L.L.C.

New Jersey (D)

10-JAN-2006

0600257552

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

470 Chestnut Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274914

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

4 Xxxxxx SPE LLC

Delaware (D)

24-JUN-2004

3820944

Active

Secretary Of State, Division Of Corporations

4 Xxxxxx SPE LLC

New Jersey

12-JUL-2004

0600207679

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

4 Xxxxxx SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

4 Gatehall Realty L.L.C.

New Jersey (D)

07-JUN-2000

0600091691

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

4 Paragon Realty L.L.C.

New Jersey (D)

06-MAY-2005

0600236046

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

4 Sentry Holding L.L.C.

Delaware (D)

10-SEP-2003

3702158

Active

Secretary Of State, Division Of Corporations

4 Sentry Holding L.L.C.

Pennsylvania

15-SEP-2003

3168922

Active

Department Of State, Corporation Bureau

4 Sentry Realty L.L.C.

Delaware (D)

22-AUG-2003

3695656

Active

Secretary Of State, Division Of Corporations

4 Sentry Realty L.L.C.

Pennsylvania

25-AUG-2003

3164510

Active

Department Of State, Corporation Bureau

4 Sylvan SPE LLC

Delaware (D)

24-JUN-2004

3820938

Active

Secretary Of State, Division Of Corporations

4 Sylvan SPE LLC

New Jersey

12-JUL-2004

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

4 Sylvan SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

500 Columbia Turnpike Associates L.L.C.

New Jersey (D)

09-NOV-1998

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

50 Twosome Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274897

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

530 Chestnut Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274913

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

55 Corporate Partners L.L.C.

Delaware (D)

22-MAY-2006

4162840

Active

Secretary Of State, Division Of Corporations

55 Corporate Partners L.L.C.

New Jersey

25-MAY-2006

0600270721

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

55 Corporate Realty L.L.C.

Delaware (D)

22-MAY-2006

4162836

Active

Secretary Of State, Division Of Corporations

55 Corporate Realty L.L.C.

New Jersey

25-MAY-2006

0600270720

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

5/6 Skyline Realty L.L.C.

New York (D)

03-JUL-2001

2656710

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

5 Xxxxxx SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

5 Wood Hollow Realty, L.L.C.

New Jersey (D)

29-MAR-2004

0600197821

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

600 Horizon Center L.L.C.

New Jersey (D)

22-APR-2002

0600139056

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

600 Parsippany Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059350

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

6 Xxxxxx SPE LLC

Delaware (D)

24-JUN-2004

3820942

Active

Secretary Of State, Division Of Corporations

6 Xxxxxx SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

6 Parsippany L.L.C.

New Jersey (D)

16-JUL-2010

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

000 0xx Xx. XXX Member L.L.C.

District Of Columbia (D)

21-NOV-2013

L00004838652

Active

Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division

75 Xxxxxxxxxx SPE LLC

Delaware (D)

24-JUN-2004

3820941

Active

Secretary Of State, Division Of Corporations

75 Livingston SPE LLC

New Jersey

12-JUL-2004

0600207684

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

75 Xxxxxxxxxx SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

85 Xxxxxxxxxx SPE LLC

Delaware (D)

24-JUN-2004

3821166

Active

Secretary Of State, Division Of Corporations

85 Livingston SPE LLC

New Jersey

12-JUL-2004

0600207685

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

85 Xxxxxxxxxx SPE LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

97 Xxxxxxx Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274876

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

9 Campus Realty, L.L.C.

New Jersey (D)

07-AUG-2001

0600120556

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

ALTERRA II L.L.C.

Delaware (D)

27-MAR-2013

5310222

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

ALTERRA II L.L.C.

Massachusetts

04-APR-2013

001103929

Active

Secretary Of The Commonwealth

ALTERRA I L.L.C.

Delaware (D)

04-JAN-2013

5270130

Active

Secretary Of State, Division Of Corporations

ALTERRA I L.L.C.

Massachusetts

07-JAN-2013

461462433

Active

Secretary Of The Commonwealth

Andover Place Apts. L.L.C.

Delaware (D)

11-FEB-2014

5480604

Active

Secretary Of State, Division Of Corporations

Andover Place Apts. L.L.C.

Massachusetts

20-FEB-2014

001128828

Active

Secretary Of The Commonwealth

XX Xxxxxxxx L.L.C.

Delaware (D)

06-SEP-2012

5208673

Active

Secretary Of State, Division Of Corporations

XX Xxxxxxxx L.L.C.

New Jersey

10-SEP-2012

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

BMP Moorestown Realty L.L.C.

New Jersey (D)

05-JUN-2000

0600091500

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

BMP South Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059458

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Bridge Plaza Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059371

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor II & III Urban Renewal Associates L.P.

New Jersey (D)

25-SEP-1996

0600030997

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor IV Urban Renewal Associates L.P.

New Jersey (D)

25-SEP-1996

0600031314

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor So. Pier Urban Renewal Associates L.P.

New Jersey (D)

25-SEP-1996

0600031000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor VII Leasing Associates L.L.C.

New Jersey (D)

24-AUG-2000

0600096760

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor VII Urban Renewal Associates L.P.

New Jersey (D)

25-SEP-1996

0600030998

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor VI Urban Renewal Associates L.P.

New Jersey (D)

25-SEP-1996

0600030995

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor V Leasing Associates L.L.C.

New Jersey (D)

24-AUG-2000

0600096761

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CAL-Harbor V Urban Renewal Associates L.P.

New Jersey (D)

25-SEP-1996

0600030996

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CALI Harborside (Fee) Associates L.P.

New Jersey (D)

07-OCT-1996

0600031416

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Campus Conservation And Management Association, Inc.

New Jersey (D)

19-JUL-1995

0100633548

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

CCMA Nominee L.L.C.

New Jersey (D)

09-JUN-2011

0600374657

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Century Plaza Associates L.L.C.

New Jersey (D)

09-NOV-1998

0600058401

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

XXXX XX Member L.L.C.

Virginia (D)

11-FEB-2013

S440801-1

Active

State Corporation Commission

Clearbrook Road Associates, L.L.C.

New York (D)

30-AUG-2001

2676133

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

College Road Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059460

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Commercenter Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059369

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Cross Westchester Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321484

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Curtis Center II MEZZ D L.L.C.

Delaware (D)

29-MAY-2014

5541602

Active

Secretary Of State, Division Of Corporations

Curtis Center II MEZZ E L.L.C.

Delaware (D)

29-MAY-2014

5541604

Active

Secretary Of State, Division Of Corporations

Curtis Center II MEZZ F L.L.C.

Delaware (D)

29-MAY-2014

5541605

Active

Secretary Of State, Division Of Corporations

Curtis Center I MEZZ A L.L.C.

Delaware (D)

29-MAY-2014

5541593

Active

Secretary Of State, Division Of Corporations

Curtis Center I MEZZ B L.L.C.

Delaware (D)

29-MAY-2014

5541596

Active

Secretary Of State, Division Of Corporations

Curtis Center I MEZZ C L.L.C.

Delaware (D)

29-MAY-2014

5541601

Active

Secretary Of State, Division Of Corporations

Curtis Center TIC II L.L.C.

Delaware (D)

25-MAR-2014

5504735

Active

Secretary Of State, Division Of Corporations

Curtis Center TIC II L.L.C.

Pennsylvania

26-MAR-2014

4256518

Active

Department Of State, Corporation Bureau

Curtis Center TIC I L.L.C.

Delaware (D)

25-MAR-2014

5504724

Active

Secretary Of State, Division Of Corporations

Curtis Center TIC I L.L.C.

Pennsylvania

26-MAR-2014

4256517

Active

Department Of State, Corporation Bureau

C.W. Associates L.L.C.

New Jersey (D)

09-NOV-1998

0600058406

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

CWLT Roseland Exchange L.L.C.

New Jersey (D)

11-AUG-1999

0600072853

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Eleventh Springhill Lake Associates, LLC

Maryland (D)

22-FEB-2006

W11128550

Active

State Department Of Assessments And Taxation

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Elmsford Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321496

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Empire State Cafe Licensing L.L.C.

New York (D)

19-APR-2012

4233653

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Empire State Funding L.L.C.

Delaware (D)

01-APR-2013

5311764

Active

Secretary Of State, Division Of Corporations

Empire State Funding L.L.C.

New York

03-APR-2013

4383170

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Empire State Vehicle Leasing L.L.C.

New York (D)

04-OCT-2002

2819283

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Epsteins B 40 Park Rosewood Unit, L.L.C.

New Jersey (D)

09-JUL-2013

0600401253

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Epsteins B Metropolitan Rosewood Unit, L.L.C.

New Jersey (D)

09-JUL-2013

0600401252

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Epsteins B Rentals, L.L.C.

New Jersey (D)

09-MAR-2004

0600299404

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Epsteins C Lofts, L.L.C.

New Jersey (D)

01-MAY-2007

0600299406

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Five Sentry Realty Associates L.P.

Pennsylvania (D)

01-JUL-1996

2703206

Active

Department Of State, Corporation Bureau

Fourteenth Springhill Lake Associates, LLC

Maryland (D)

22-FEB-2006

W11128709

Active

State Department Of Assessments And Taxation

Gale Onc Associates, LLC

Delaware (D)

13-JUL-2005

3999354

Active

Secretary Of State, Division Of Corporations

Gale SLG NJ GP LLC

Delaware (D)

09-JUL-2004

3827171

Active

Secretary Of State, Division Of Corporations

Gale SLG NJ MEZZ LLC

Delaware (D)

24-JUN-2004

3820919

Active

Secretary Of State, Division Of Corporations

Gale SLG NJ Operating Partnership, L.P.

Delaware (D)

04-NOV-1997

2816871

Active

Secretary Of State, Division Of Corporations

Gale SLG NJ Operating Partnership, L.P.

New Jersey

06-NOV-1997

0600043925

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Garden State Cafe Licensing L.L.C.

New Jersey (D)

23-SEP-2011

0600378463

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Garden State Vehicle Leasing L.L.C.

New Jersey (D)

17-DEC-2001

0600129024

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Grand Jersey Waterfront Urban Renewal Associates, L.L.C.

New Jersey (D)

21-JUN-2004

0600205880

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Greenbelt Gka Realty LLC

Maryland (D)

25-SEP-2015

W16786972

Active

State Department Of Assessments And Taxation

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Greenbelt I-1 Realty LLC

Maryland (D)

25-SEP-2015

W16786915

Active

State Department Of Assessments And Taxation

Greenbelt L Realty LLC

Maryland (D)

25-SEP-2015

W16786931

Active

State Department Of Assessments And Taxation

Greenbelt/Springhill Lake Associates, LLC

Maryland (D)

20-APR-2007

W11873619

Active

State Department Of Assessments And Taxation

Hanover 3201 Realty L.L.C.

New Jersey (D)

09-JUN-2011

0600374652

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Hanover Hospitality Corp.

New Jersey (D)

09-NOV-2012

0101024505

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Harborside Hospitality Corp.

New Jersey (D)

28-AUG-2000

0100827000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Harborside Unit A Urban Renewal, L.L.C.

New Jersey (D)

12-DEC-2012

0600393873

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Hillsborough 206 Holdings, L.L.C.

New Jersey (D)

01-MAY-2003

0600169208

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Horizon Center Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059348

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Jumping Brook Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059353

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Kemble Plaza II Realty L.L.C.

New Jersey (D)

07-MAY-2004

0600201752

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Keystone Vehicle Leasing L.L.C.

Pennsylvania (D)

18-DEC-2001

3042076

Active

Department Of State, Corporation Bureau

Knightsbridge Realty L.L.C.

New Jersey (D)

07-MAY-2004

0600201751

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Linwood Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059470

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Littleton Realty Associates L.L.C.

New Jersey (D)

20-SEP-2002

0600150552

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

LR JV-C Associates, LLC

Delaware (D)

26-APR-2005

3961110

Active

Secretary Of State, Division Of Corporations

LR JV-C Associates, LLC

Massachusetts

06-MAY-2005

202866168

Inactive

Active

Secretary Of The Commonwealth

LR Overlook Phase III, LLC

Delaware (D)

27-SEP-2007

4430943

Active

Secretary Of State, Division Of Corporations

LR Overlook Phase III, LLC

Massachusetts

28-SEP-2007

000961458

Active

Secretary Of The Commonwealth

LR Overlook Phase II, L.L.C.

Delaware (D)

26-APR-2005

3961109

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

LR Overlook Phase II, L.L.C.

Massachusetts

06-MAY-2005

202866205

Active

Secretary Of The Commonwealth

Mack-Cali Advantage Services Corporation

Delaware (D)

21-DEC-2000

3334425

Active

Secretary Of State, Division Of Corporations

Mack-Cali B Properties, L.L.C.

New Jersey (D)

01-APR-1999

0600065757

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Bridgewater Realty L.L.C.

New Jersey (D)

15-SEP-2005

0600247715

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Building V Associates L.L.C.

New Jersey (D)

09-NOV-1998

0600058407

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Business Campus Association, Inc.

New Jersey (D)

22-JAN-2003

0100896494

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Campus Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059465

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Chestnut Ridge, L.L.C.

New Jersey (D)

17-NOV-1998

0600058770

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali CW Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321477

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Mack-Cali D.C. Management Corp

Delaware (D)

06-MAY-1998

2893068

Active

Secretary Of State, Division Of Corporations

Mack-Cali East Lakemont L.L.C.

New Jersey (D)

03-DEC-1998

0600059461

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali E-Commerce L.L.C.

Delaware (D)

05-APR-2000

3207038

Active

Secretary Of State, Division Of Corporations

Mack-Cali Facility, LLC

New Jersey (D)

02-OCT-2006

0600280876

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali F Properties L.P.

New Jersey (D)

29-MAR-1985

0600003463

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Freehold L.L.C.

New Jersey (D)

06-MAY-2005

0600236041

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Harborside Unit A L.L.C.

New Jersey (D)

12-DEC-2012

0600393872

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Holmdel L.L.C.

Delaware (D)

22-JUN-2005

3989607

Active

Secretary Of State, Division Of Corporations

Mack-Cali Holmdel L.L.C.

New Jersey

08-AUG-2005

0600244417

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Johnson Road L.L.C.

New Jersey (D)

15-SEP-2005

0600247710

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mack-Cali Management L.L.C.

Delaware (D)

20-OCT-2006

4238510

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Xxxx-Xxxx Management L.L.C.

New Jersey

25-OCT-2006

0600282751

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Mid-West Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321462

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Xxxxxx Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059457

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Plaza I L.L.C.

New Jersey (D)

07-JUN-2005

0600238994

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Property Trust

Maryland (D)

29-APR-1997

D04679726

Active

State Department Of Assessments And Taxation

Xxxx-Xxxx Property Trust

New Jersey

—

Non-CSC

—

Xxxx-Xxxx Property Trust

Pennsylvania

10-NOV-1997

2784209

Active

Department Of State, Corporation Bureau

Xxxx-Xxxx-R Company Xx. 0 X.X.

Xxx Xxxxxx (X)

00-XXX-0000

0600004217

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx-R Company No. 1 L.P.

Pennsylvania

13-APR-1998

2811027

Active

Department Of State, Corporation Bureau

Xxxx-Xxxx Realty Acquisition Corp.

Delaware (D)

03-OCT-1994

2440273

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Realty Acquisition Corp.

Massachusetts

04-SEP-2012

001087077

Active

Secretary Of The Commonwealth

Xxxx-Xxxx Realty Acquisition Corp.

New Jersey

14-OCT-1994

0100603751

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Realty Acquisition Corp.

New York

15-OCT-1998

2306647

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Realty Acquisition Corp.

Virginia

08-JAN-2013

F191717-0

Active

State Corporation Commission

Xxxx-Xxxx Realty Construction Corporation

New Jersey (D)

13-MAY-1996

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Realty Corporation

Maryland (D)

24-MAY-1994

D03895703

Active

State Department Of Assessments And Taxation

Xxxx-Xxxx Realty Corporation

Massachusetts

31-MAY-2006

223305147

Active

Secretary Of The Commonwealth

Xxxx-Xxxx Realty Corporation

New Jersey

18-AUG-1994

0100598275

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Realty Corporation

New York

25-APR-1995

1916336

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Realty Corporation

Connecticut

30-JAN-1997

0553466

Active

Secretary Of State, Commercial Recording Division

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Xxxx-Xxxx Realty Corporation

Maryland (D)

24-MAY-1994

—

Non-CSC

—

Xxxx-Xxxx Realty L.P.

Connecticut

02-FEB-1998

0582018

Active

Secretary Of State, Commercial Recording Division

Xxxx-Xxxx Realty L.P.

Delaware (D)

31-MAY-1994

2407010

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Realty L.P.

Maryland

08-MAY-1998

P04989885

Active

State Department Of Assessments And Taxation

Xxxx-Xxxx Realty L.P.

Massachusetts

31-MAY-2006

000925617

Active

Secretary Of The Commonwealth

Xxxx-Xxxx Realty L.P.

New Jersey

18-AUG-1994

0600015518

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Realty L.P.

New York

17-MAR-1997

2123226

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Services, Inc.

Connecticut

17-JAN-2003

0737070

Active

Secretary Of State, Commercial Recording Division

Xxxx-Xxxx Services, Inc.

New Jersey (D)

09-AUG-1994

0100597053

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Services, Inc.

New York

11-FEB-1997

2112187

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Short Hills L.L.C.

New Jersey (D)

15-SEP-2005

0600247712

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx So. West Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321487

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Springing L.L.C.

Delaware (D)

03-AUG-2005

4009527

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub III, Inc.

Delaware (D)

21-JUL-1994

2420407

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub III, Inc.

New Jersey

11-AUG-1994

0100597249

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Sub I, Inc.

Delaware (D)

21-JUL-1994

2420394

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub I, Inc.

New Jersey

11-AUG-1994

0100597252

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Sub VI, Inc.

Delaware (D)

16-MAR-1995

2489768

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub XI, Inc.

Delaware (D)

22-AUG-1996

2655904

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub XI, Inc.

New Jersey

23-SEP-1996

0100679883

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Xxxx-Xxxx Sub X, Inc.

Delaware (D)

22-AUG-1996

2655902

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub X, Inc.

New Jersey

23-SEP-1996

0100679882

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Sub XVII, Inc.

Delaware (D)

17-NOV-1997

2822088

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Sub XVII, Inc.

New Jersey

06-JUN-2000

0100819209

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Sub XVII, Inc.

Texas

01-DEC-1997

11830706

Active

Secretary Of State, Statutory Filings Division, Corporations Section

Xxxx-Xxxx Sub XV Trust

Maryland (D)

30-DEC-2002

D07148976

Active

State Department Of Assessments And Taxation

Xxxx-Xxxx Sub XV Trust

Pennsylvania

24-JAN-2003

3119685

Active

Department Of State, Corporation Bureau

Xxxx-Xxxx Xxxxxx Associates L.L.C.

New York (D)

12-MAY-2000

2509756

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx TC L.L.C.

Delaware (D)

11-JAN-2013

5273566

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx TC L.L.C.

Massachusetts

14-JAN-2013

461762362

Active

Secretary Of The Commonwealth

Xxxx-Xxxx Texas Property L.P.

Connecticut

07-AUG-2002

0722592

Active

Secretary Of State, Commercial Recording Division

Xxxx-Xxxx Texas Property L.P.

New Jersey

05-JUN-2000

0600091501

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx Texas Property L.P.

New York

12-AUG-2002

2799585

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxx Texas Property L.P.

Texas (D)

01-DEC-1997

10331010

Active

Secretary Of State, Statutory Filings Division, Corporations Section

Xxxx-Xxxx TRS Holding Corporation

Delaware (D)

21-DEC-2000

3334426

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxx Woodbridge L.L.C.

New Jersey (D)

15-SEP-2005

0600247714

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxx-Xxxx WP Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321500

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Xxxx-Xxxxx-Xxxx LLC

Delaware (D)

09-MAR-2006

4122793

Active

Secretary Of State, Division Of Corporations

Xxxx-Xxxxx-Xxxx LLC

New Jersey

25-APR-2006

0600267719

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Main-Martine Maintenance Corp.

New York (D)

30-JAN-1997

2107929

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Maple 4 Campus L.L.C.

New Jersey (D)

01-MAR-2001

0600109649

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Maple 6 Campus L.L.C.

New Jersey (D)

01-MAR-2001

0600109650

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Marbaella Tower Associates South, L.L.C.

New Jersey (D)

01-MAY-2007

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Marbella Land Holding, L.L.C.

New Jersey (D)

03-DEC-2001

0600127938

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Marbella Rosegarden, L.L.C.

New Jersey (D)

17-NOV-2003

0600185300

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Marbella Tower Associates, L.L.C.

New Jersey (D)

01-MAY-1998

0600051431

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Marbella Tower Urban Renewal Associates, L.L.C.

New Jersey (D)

15-JUL-1998

0600053770

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Marbella Urban Tower Renewal Associates South LLC

New Jersey (D)

01-JUL-2007

0600304785

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC 100 IMW Holding L.P.

Delaware (D)

24-SEP-2013

5404315

Active

Secretary Of State, Division Of Corporations

MC 100 IMW Holding L.P.

Pennsylvania

25-SEP-2013

4216546

Active

Department Of State, Corporation Bureau

M-C 101 Xxxxxx Associates L.L.C.

New Jersey (D)

17-DEC-2014

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C 125 Broad A L.L.C.

Delaware (D)

12-MAR-2007

4315379

Active

Secretary Of State, Division Of Corporations

M-C 000 Xxxxx X X.X.X.

Xxx Xxxx

00-XXX-0000

3489553

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

M-C 125 Broad C L.L.C.

Delaware (D)

12-MAR-2007

4315382

Active

Secretary Of State, Division Of Corporations

M-C 000 Xxxxx X X.X.X.

Xxx Xxxx

00-XXX-0000

3489558

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

M-C 2 South Gold L.L.C.

New Jersey (D)

04-APR-2007

0600296281

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C 3 AAA L.L.C.

New Jersey (D)

04-APR-2007

0600296283

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C 3 Campus, LLC

Delaware (D)

26-MAY-2006

4165607

Active

Secretary Of State, Division Of Corporations

M-C 3 Campus, LLC

New Jersey

31-MAY-2006

0600270982

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC 55 Condo Associates LLC

Delaware (D)

21-OCT-2005

4048983

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

MC 55 Condo Associates LLC

New Jersey

26-OCT-2005

0600251346

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC 00 Xxxxxxxxx Xxxxx LLC

Delaware (D)

18-MAY-2006

4161521

Active

Secretary Of State, Division Of Corporations

MC 00 Xxxxxxxxx Xxxxx LLC

Massachusetts

03-APR-2013

001103810

Active

Secretary Of The Commonwealth

MC 55 Corporate Manager L.L.C.

Delaware (D)

03-MAR-2006

4119262

Active

Secretary Of State, Division Of Corporations

MC 55 Corporate Manager L.L.C.

Massachusetts

02-APR-2013

001103777

Active

Secretary Of The Commonwealth

MC 55 Corporate Manager L.L.C.

New Jersey

10-MAR-2006

0600263473

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C 5 AAA L.L.C.

New Jersey (D)

04-APR-2007

0600296286

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C 6 AAA L.L.C.

New Jersey (D)

04-APR-2007

0600296284

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Airport Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206761

Active

Department Of State, Corporation Bureau

M-C Capitol Associates L.L.C.

Delaware (D)

30-APR-1998

2891009

Active

Secretary Of State, Division Of Corporations

M-C Capitol Associates L.L.C.

District Of
Columbia

06-MAY-1998

L02526

Active

Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division

Mc Chestnut Street Realty L.L.C.

Pennsylvania (D)

20-AUG-2014

4293560

Active

Department Of State, Corporation Bureau

M-C Church Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274877

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Construction Services, Inc.

New Jersey (D)

26-SEP-2008

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xx Xxxxxx Center Investor L.L.C.

Delaware (D)

29-MAY-2014

5541608

Active

Secretary Of State, Division Of Corporations

MC Free WI-FI L.L.C.

New Jersey (D)

07-SEP-2011

0600377805

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Harborside Promenade LLC

New Jersey (D)

26-JUL-2006

0600275583

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Harsimus Partners L.L.C.

New Jersey (D)

07-DEC-1998

0600059787

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

XX Xxxxxx Holding L.L.C.

New Jersey (D)

22-NOV-2004

0600219373

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

X-X Xxxxxx LLC

New Jersey (D)

26-JUL-2006

0600275582

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

XX Xxxxxx Realty L.L.C.

New Jersey (D)

22-NOV-2004

0600219375

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

XX Xxxxxx Holding L.L.C.

Delaware (D)

05-MAR-2014

5492507

Active

Secretary Of State, Division Of Corporations

XX Xxxxxx Holding L.L.C.

New Jersey

10-MAR-2014

0600408240

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Knightsbridge Holding L.L.C.

Delaware (D)

05-MAR-2014

5492483

Active

Secretary Of State, Division Of Corporations

MC Knightsbridge Holding L.L.C.

New Jersey

10-MAR-2014

0600408242

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC-KPG-I Public Ledger, LLC

Delaware (D)

24-MAR-2015

5715722

Active

Secretary Of State, Division Of Corporations

M-C Lenola Realty L.L.C.

New Jersey (D)

19-JUL-2006

0600274896

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Madison Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206740

Active

Department Of State, Corporation Bureau

MC Monument Apartment L.P.

Pennsylvania (D)

09-AUG-2013

4206742

Active

Department Of State, Corporation Bureau

MC Monument Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206762

Active

Department Of State, Corporation Bureau

M-C Newark L.L.C.

Delaware (D)

05-OCT-2006

4231108

Active

Secretary Of State, Division Of Corporations

M-C Newark L.L.C.

New Jersey

10-OCT-2006

0600281412

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC One River General L.L.C.

New Jersey (D)

12-NOV-2004

0600218365

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC One River Limited L.L.C.

New Jersey (D)

12-NOV-2004

0600218363

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC OPM Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206760

Active

Department Of State, Corporation Bureau

Mc Parsippany Hospitality Corp.

New Jersey (D)

12-NOV-2015

0101038978

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Penn Management Trust

Maryland (D)

30-DEC-2002

D07148869

Active

State Department Of Assessments And Taxation

M-C Penn Management Trust

Pennsylvania

24-JAN-2003

3119686

Active

Department Of State, Corporation Bureau

M-C Plaza II & III LLC

New Jersey (D)

20-JUL-2006

0600275042

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Plaza IV LLC

New Jersey (D)

20-JUL-2006

0600275039

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

M-C Plaza VI & VII LLC

New Jersey (D)

25-JUL-2006

0600275402

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Plaza V LLC

New Jersey (D)

20-JUL-2006

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Port Imperial Hotel L.L.C.

New Jersey (D)

12-NOV-2014

0600415629

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Port Imperial Hotel TRS, L.L.C.

New Jersey (D)

12-NOV-2014

0600415631

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MCPRC LLC

New Jersey (D)

16-FEB-2006

0600261232

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

M-C Properties Co. Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059456

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MCPT TRS Holding
Corporation

Delaware (D)

24-MAR-2004

3781252

Active

Secretary Of State, Division Of Corporations

MCPT Trust

Delaware (D)

23-APR-2004

3794632

Active

Secretary Of State, Division Of Corporations

MCRC Trust

Delaware (D)

23-APR-2004

3794640

Active

Secretary Of State, Division Of Corporations

M-C Red Bank Realty L.L.C.

New Jersey (D)

07-JUN-2005

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Richmond NB L.L.C.

New Jersey (D)

04-NOV-2013

0600404847

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Riverwatch NB L.L.C.

New Jersey (D)

01-NOV-2013

0600404815

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Xxxxxxxx Xxxxxxx Lake L.L.C.

Delaware (D)

06-SEP-2012

5208636

Active

Secretary Of State, Division Of Corporations

MC Xxxxxxxx Xxxxxxx Lake L.L.C.

New Jersey

10-SEP-2012

0600390703

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Epsteins L.L.C.

Delaware (D)

06-SEP-2012

5208616

Active

Secretary Of State, Division Of Corporations

MC Roseland Epsteins L.L.C.

New Jersey

10-SEP-2012

0600390698

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Hillsborough L.L.C.

Delaware (D)

06-SEP-2012

5208660

Active

Secretary Of State, Division Of Corporations

MC Roseland Hillsborough L.L.C.

New Jersey

10-SEP-2012

0600390702

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Jersey City II L.L.C.

Delaware (D)

30-AUG-2012

5206417

Active

Secretary Of State, Division Of Corporations

MC Roseland Jersey City II L.L.C.

New Jersey

10-SEP-2012

0600390704

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

MC Roseland MA Holdings L.L.C.

Delaware (D)

20-JUL-2012

5186920

Active

Secretary Of State, Division Of Corporations

MC Roseland MA Holdings L.L.C.

Massachusetts

23-JUL-2012

460633402

Active

Secretary Of The Commonwealth

MC Roseland Marbella South L.L.C.

Delaware (D)

17-SEP-2012

5213566

Active

Secretary Of State, Division Of Corporations

MC Roseland Marbella South L.L.C.

New Jersey

18-SEP-2012

0600390993

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Monaco L.L.C.

Delaware (D)

06-SEP-2012

5208624

Active

Secretary Of State, Division Of Corporations

MC Roseland Monaco L.L.C.

New Jersey

10-SEP-2012

0600390709

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland NJ Holdings L.L.C.

Delaware (D)

20-JUL-2012

5186917

Active

Secretary Of State, Division Of Corporations

MC Roseland NJ Holdings L.L.C.

New Jersey

23-JUL-2012

0600389117

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland North Retail L.L.C.

Delaware (D)

06-SEP-2012

5208653

Active

Secretary Of State, Division Of Corporations

MC Roseland North Retail L.L.C.

New Jersey

10-SEP-2012

0600390697

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland NY Holdings L.L.C.

Delaware (D)

23-JUL-2012

5187746

Active

Secretary Of State, Division Of Corporations

MC Roseland NY Holdings L.L.C.

New York

24-JUL-2012

4274630

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

MC Roseland Port Imperial 11, L.L.C.

New Jersey (D)

25-FEB-2015

0600418610

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Port Imperial 13, L.L.C.

New Jersey (D)

04-DEC-2012

0600393467

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Port Imperial South 15 L.L.C.

Delaware (D)

06-SEP-2012

5208627

Active

Secretary Of State, Division Of Corporations

MC Roseland Port Imperial South 15 L.L.C.

New Jersey

10-SEP-2012

0600390699

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Portside At Pier One L.L.C.

Delaware (D)

06-SEP-2012

5208657

Active

Secretary Of State, Division Of Corporations

MC Roseland Portside At Pier One L.L.C.

Massachusetts

12-SEP-2012

460961787

Active

Secretary Of The Commonwealth

MC Roseland Portside L.L.C.

Delaware (D)

06-SEP-2012

5208672

Active

Secretary Of State, Division Of Corporations

MC Roseland Portside L.L.C.

Massachusetts

12-SEP-2012

460954873

Active

Secretary Of The Commonwealth

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

MC Roseland TRS Operating L.L.C.

Delaware (D)

20-JUL-2012

5186922

Active

Secretary Of State, Division Of Corporations

MC Roseland TRS Operating L.L.C.

Massachusetts

11-APR-2013

001104601

Active

Secretary Of The Commonwealth

MC Roseland TRS Operating L.L.C.

New Jersey

23-JUL-2012

0600389118

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland VA Holdings L.L.C.

Delaware (D)

06-FEB-2013

5285142

Active

Secretary Of State, Division Of Corporations

MC Roseland VA Holdings L.L.C.

Virginia

07-FEB-2013

T052553-7

Active

State Corporation Commission

MC Roseland Washington Street, L.P.

Delaware (D)

14-OCT-2013

5414731

Active

Secretary Of State, Division Of Corporations

MC Roseland Washington Street, L.P.

Pennsylvania

15-OCT-2013

4220638

Active

Department Of State, Corporation Bureau

MC Roseland Waterfront Partners L.L.C.

Delaware (D)

06-SEP-2012

5208664

Active

Secretary Of State, Division Of Corporations

MC Roseland Waterfront Partners L.L.C.

New Jersey

10-SEP-2012

0600390705

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Roseland Worcester L.L.C.

Delaware (D)

12-MAR-2015

5708626

Active

Secretary Of State, Division Of Corporations

MC Roseland Worcester L.L.C.

Massachusetts

13-MAR-2015

001164584

Active

Secretary Of The Commonwealth

MC Rosetree Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206739

Active

Department Of State, Corporation Bureau

MC Sentry Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206744

Active

Department Of State, Corporation Bureau

X-X Xxxxxxxx, LLC

Delaware (D)

26-MAY-2006

4165602

Active

Secretary Of State, Division Of Corporations

X-X Xxxxxxxx, LLC

New Jersey

31-MAY-2006

0600270977

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

MC Westlakes Holding L.P.

Pennsylvania (D)

09-AUG-2013

4206759

Active

Department Of State, Corporation Bureau

Metroview 333 Realty L.L.C.

New Jersey (D)

28-OCT-2015

0600425727

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mid-Westchester Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321489

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Mid-West Maintenance Corp.

New York (D)

30-JAN-1997

2107906

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Monaco Holdings, L.L.C.

New Jersey (D)

27-MAR-2007

0600295580

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Monaco North Urban Renewal, LLC

New Jersey (D)

21-NOV-2006

0600284823

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Monaco South Urban Renewal, LLC

New Jersey (D)

29-NOV-2006

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Monmouth/Atlantic Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Morristown Epsteins, L.L.C.

New Jersey (D)

09-MAR-2004

0600195746

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mountainview Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059467

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Mount Airy Realty Associates L.L.C.

New Jersey (D)

02-DEC-1998

0600059367

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Newark Center Holding L.L.C.

Delaware (D)

12-OCT-2006

4234671

Active

Secretary Of State, Division Of Corporations

Xxxxxx Xxxxxx Xxxxxxx X.X.X.

Xxx Xxxxxx

00-XXX-0000

0600282027

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Nutmeg State Cafe Licensing L.L.C.

Connecticut (D)

12-AUG-2013

1115105

Active

Secretary Of State, Commercial Recording Division

Office Associates L.L.C.

New Jersey (D)

09-NOV-1998

0600058410

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

One Campus Associates, L.L.C.

Delaware (D)

19-JUL-2000

3261595

Active

Secretary Of State, Division Of Corporations

One Grande SPE LLC

Delaware (D)

24-JUN-2004

3820921

Active

Secretary Of State, Division Of Corporations

Xxx Xxxxxx XXX XXX

Xxx Xxxxxx

00-XXX-0000

0600207692

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

One Grand SPC LLC

New York (D)

28-NOV-2006

CONTRACT AGENT

Active

—

One Jefferson Road LLC

Delaware (D)

18-JUL-2005

4001711

Active

Secretary Of State, Division Of Corporations

One River Associates

New Jersey (D)

29-MAR-1985

0600002894

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

One Sylvan Realty, L.L.C.

New Jersey (D)

17-DEC-1999

0600080086

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

OPM Funding L.L.C.

New Jersey (D)

12-JUL-2013

0600401392

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

OPM Funding L.L.C.

Pennsylvania

20-AUG-2013

4210505

Active

Department Of State, Corporation Bureau

Overlook Ridge Chase II L.L.C.

Delaware (D)

23-OCT-2015

5858370

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Overlook Ridge Chase II L.L.C.

Massachusetts

28-OCT-2015

001195232

Active

Secretary Of The Commonwealth

Overlook Ridge JV 2C/3B, L.L.C

Delaware (D)

27-JUL-2012

5190680

Active

Secretary Of State, Division Of Corporations

Overlook Ridge JV, L.L.C.

Delaware (D)

08-FEB-2005

3923297

Active

Secretary Of State, Division Of Corporations

Overlook Ridge JV, L.L.C.

Massachusetts

03-MAR-2005

000889812

Active

Secretary Of The Commonwealth

Overlook Ridge, L.L.C.

Delaware (D)

04-JAN-2001

3339989

Active

Secretary Of State, Division Of Corporations

Overlook Ridge, L.L.C.

Massachusetts

26-FEB-2003

000836449

Active

Secretary Of The Commonwealth

Palladium Realty L.L.C.

New Jersey (D)

26-MAY-2004

0600203532

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Park Square TIC L.L.C.

New Jersey (D)

21-OCT-2013

0600404432

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Parsippany 202 Realty L.L.C.

New Jersey (D)

09-JUN-2011

0600374651

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Parsippany 4/5 Realty L.L.C.

New Jersey (D)

17-DEC-2004

0600221742

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Parsippany Hanover Realty II L.L.C.

New Jersey (D)

09-JUN-2011

0600374654

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Phelan Realty Associates L.P.

California (D)

01-DEC-1997

199733500025

Active

Secretary Of State

Plaza VIII & IX Associates L.L.C.

New Jersey (D)

09-SEP-2002

0600149598

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial Clubhouse, L.L.C.

New Jersey (D)

11-MAR-2005

0600230206

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial North Retail, L.L.C.

New Jersey (D)

25-JAN-2006

0600258983

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 11 Holding, L.L.C.

New Jersey (D)

11-FEB-2015

0600418249

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 11, L.L.C.

New Jersey (D)

27-FEB-2015

0600418683

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 11 Urban Renewal, L.L.C.

New Jersey (D)

27-JUL-2015

0600423016

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 1/3 Garage, L.L.C.

New Jersey (D)

01-OCT-2014

0600414430

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 1/3 Holding, L.L.C.

New Jersey (D)

01-OCT-2014

0600414428

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Port Imperial South 13, L.L.C.

New Jersey (D)

15-FEB-2005

0600227614

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 1/3 Retail, L.L.C.

New Jersey (D)

10-FEB-2015

0600418181

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 13 Urban Renewal, L.L.C.

New Jersey (D)

01-JUL-2012

0600388914

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 15, L.L.C.

New Jersey (D)

14-MAY-2004

0600202496

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 4/5 Garage, L.L.C.

New Jersey (D)

01-DEC-2010

0600368150

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 4/5 Holding, L.L.C.

New Jersey (D)

10-JAN-2011

0600368705

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South 4/5 Retail, L.L.C.

New Jersey (D)

01-DEC-2010

0600368148

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Port Imperial South, L.L.C.

New Jersey (D)

01-JUL-1997

0600040197

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Portside 1/4, L.L.C.

Delaware (D)

22-AUG-2011

5028070

Active

Secretary Of State, Division Of Corporations

Portside 5/6, L.L.C.

Delaware (D)

22-AUG-2011

5028068

Active

Secretary Of State, Division Of Corporations

Portside 5/6, L.L.C.

Massachusetts

26-FEB-2015

001162459

Active

Secretary Of The Commonwealth

Portside Apartment Developers, L.L.C.

Delaware (D)

22-APR-2005

3959257

Active

Secretary Of State, Division Of Corporations

Portside Apartment Developers, L.L.C.

Massachusetts

02-MAY-2005

202728777

Active

Secretary Of The Commonwealth

Portside Apartment Holdings, L.L.C.

Delaware (D)

22-APR-2005

3959260

Active

Secretary Of State, Division Of Corporations

Portside Apartment Holdings, L.L.C.

Massachusetts

29-APR-2005

000894652

Active

Secretary Of The Commonwealth

Portside Holdings, L.L.C.

Delaware (D)

22-AUG-2011

5028064

Active

Secretary Of State, Division Of Corporations

Portside Holdings, L.L.C.

Massachusetts

26-FEB-2015

001162455

Active

Secretary Of The Commonwealth

Portside Master Company, L.L.C.

Massachusetts

29-JAN-2003

000834624

Active

Secretary Of The Commonwealth

Portside Master Company, L.L.C.

New Jersey (D)

03-JAN-2003

0600158409

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Princeton Corporate Center Realty Associates L.L.C.

New Jersey (D)

03-DEC-1998

0600059453

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Princeton Junction Metro Office Center Association, Inc.

New Jersey (D)

08-OCT-1985

0100274647

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Princeton Overlook Realty L.L.C.

New Jersey (D)

03-DEC-1998

0600059452

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Prurose Monaco Holdings, L.L.C.

New Jersey (D)

13-AUG-2008

0600330805

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Prurose Port Imperial South 15, L.L.C.

New Jersey (D)

06-JUN-2010

0600360987

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Prurose Riverwalk G, L.L.C.

New Jersey (D)

01-OCT-2007

0600311124

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

PSA Rahway TIC L.L.C.

New Jersey (D)

22-OCT-2013

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

PW/MS Management Co., Inc.

New Jersey (D)

10-FEB-1981

0100132235

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

PW/MS OP Sub III, LLC

Delaware (D)

04-NOV-1997

2816899

Active

Secretary Of State, Division Of Corporations

Rahway Apts. TIC L.L.C.

New Jersey (D)

21-OCT-2013

0600404431

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Red Bank Corporate Plaza, LLC

New Jersey (D)

28-SEP-2005

0600248842

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Riverwalk C Urban Renewal, L.L.C.

New Jersey (D)

01-OCT-2011

0600379507

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Riverwalk G Urban Renewal, L.L.C.

New Jersey (D)

01-OCT-2007

0600312420

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

RM-C/H Management
Company, LLC

New Jersey (D)

21-SEP-2012

0600391141

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Rosegarden Marbella South, L.L.C.

New Jersey (D)

15-JUN-2007

0600301918

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Rosegarden Monaco Holdings, L.L.C.

New Jersey (D)

27-MAR-2007

0600295587

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Rosegarden Monaco, L.L.C.

New Jersey (D)

09-SEP-2005

0600247124

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Xxxxxxxx 0/0 Xxxxxxx, X.X.X.

Xxx Xxxxxx (X)

20-NOV-2012

0600368706

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Acquisition Corp.

Delaware (D)

23-SEP-2015

5831881

Active

Secretary Of State, Division Of Corporations

Roseland Asset Services, L.L.C.

Massachusetts

20-MAR-2013

001102717

Active

Secretary Of The Commonwealth

Roseland Asset Services, L.L.C.

New Jersey (D)

18-DEC-1996

0600033535

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Roseland Designs, L.L.C.

Massachusetts

29-APR-2009

001000989

Active

Secretary Of The Commonwealth

Roseland Designs, L.L.C.

New Jersey (D)

18-JUN-2008

0600327822

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Designs, L.L.C.

New York

28-APR-2009

3803544

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Roseland Designs, L.L.C.

Virginia

29-APR-2009

T040390-9

Active

State Corporation Commission

Roseland/Eastchester, L.L.C.

New Jersey (D)

22-FEB-2012

0600383754

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Freehold L.L.C.

New Jersey (D)

27-AUG-2015

0600423927

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland/Xxxxxxxx, L.L.C.

New Jersey (D)

27-NOV-2012

0600141968

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Hospitality Corp.

New Jersey (D)

23-SEP-2013

0101029190

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland II L.L.C.

New Jersey (D)

10-NOV-1998

0600058491

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland/Lincoln Harbor L.L.C.

New Jersey (D)

27-NOV-2012

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Management Company, L.L.C.

District Of
Columbia

15-SEP-2014

L00005034707

Active

Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division

Roseland Management Company, L.L.C.

Georgia

08-APR-1998

9813232

Inactive

Secretary Of State, Corporations Division

Roseland Management Company, L.L.C.

Massachusetts

05-MAR-2003

223489022

Active

Secretary Of The Commonwealth

Roseland Management Company, L.L.C.

New Jersey (D)

23-DEC-1996

0600033780

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Management Company, L.L.C.

New York

26-JAN-2000

2466179

Inactive

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Roseland Management Company, L.L.C.

North Carolina

08-MAY-1997

0426691

Inactive

Secretary Of State, Corporations Division

Roseland Management Company, L.L.C.

Tennessee

20-APR-1998

349329

Non-CSC

—

Roseland Management Company, L.L.C.

Texas

08-APR-1998

07035879-23

Inactive

Secretary Of State, Statutory Filings Division, Corporations Section

Roseland Management Company, L.L.C.

Virginia

09-APR-1997

T022825-6

Active

State Corporation Commission

Roseland Management
Holding, L.L.C.

New Jersey (D)

19-MAY-2011

0600373934

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Roseland Management
Services, L.P.

Delaware (D)

10-AUG-2012

5197773

Active

Secretary Of State, Division Of Corporations

Roseland Management
Services, L.P.

District Of
Columbia

03-MAR-2015

P00005112995

Active

Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division

Roseland Management
Services, L.P.

Massachusetts

17-AUG-2012

201200533570

Active

Secretary Of The Commonwealth

Roseland Management
Services, L.P.

New Jersey

16-AUG-2012

0600389990

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Management
Services, L.P.

New York

17-AUG-2012

4284836

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Roseland Management
Services, L.P.

Virginia

17-AUG-2012

M011087-6

Active

State Corporation Commission

Xxxxxxxx/Xxxxxxxx/0X/0X, X.X.X.

Xxx Xxxxxx (X)

00-XXX-0000

0600389303

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland/Overlook, L.L.C.

Massachusetts

05-MAR-2003

000836948

Active

Secretary Of The Commonwealth

Roseland/Overlook, L.L.C.

New Jersey (D)

03-JAN-2001

0600105450

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Owners Associates L.L.C.

New Jersey (D)

23-AUG-1999

0600073453

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland/Port Imperial L.L.C.

New Jersey (D)

28-NOV-2012

0600020755

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland/Port Imperial
Partners, L.P.

Delaware (D)

30-JUN-1995

2521349

Active

Secretary Of State, Division Of Corporations

Roseland/Port Imperial South L.L.C.

New Jersey (D)

28-NOV-2012

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland QRS Inc.

Delaware (D)

23-SEP-2015

5825153

Active

Secretary Of State, Division Of Corporations

Roseland/RBA, L.L.C.

New Jersey (D)

20-OCT-2005

0600250742

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Residential Holding LLC

Delaware (D)

16-DEC-2015

5909640

Active

Secretary Of State, Division Of Corporations

Roseland Residential, L.P.

Delaware (D)

24-SEP-2015

5832302

Active

Secretary Of State, Division Of Corporations

Roseland Residential TRS Corp.

Delaware (D)

15-DEC-2015

5908797

Active

Secretary Of State, Division Of Corporations

Roseland Residential Trust

District Of
Columbia

24-DEC-2015

T00005312731

Active

Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division

Roseland Residential Trust

Maryland (D)

22-SEP-2015

D16778441

Active

State Department Of Assessments And Taxation

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Roseland Residential Trust

Massachusetts

—

Pending

—

Roseland Residential Trust

New Jersey

17-DEC-2015

0101039355

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Residential Trust

New York

21-DEC-2015

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Roseland Residential Trust

Virginia

29-DEC-2015

C000125-7

Active

State Corporation Commission

Roseland/Riverwalk G, L.L.C.

New Jersey (D)

28-NOV-2012

0600311121

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Services L.L.C.

Delaware (D)

24-JUL-2012

5188461

Active

Secretary Of State, Division Of Corporations

Roseland Services L.L.C.

Massachusetts

02-AUG-2012

001084971

Active

Secretary Of The Commonwealth

Roseland Services L.L.C.

New Jersey

01-AUG-2012

0600389434

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Roseland Services L.L.C.

New York

01-AUG-2012

4278368

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Roseland Services L.L.C.

Virginia

03-AUG-2012

T050856-6

Active

State Corporation Commission

Roseland/Short Hills, L.L.C.

New Jersey (D)

28-NOV-2012

0600042585

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Rosewood Lafayette Commons, L.L.C.

New Jersey (D)

06-OCT-2000

0600099371

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Rosewood Morristown, L.L.C.

New Jersey (D)

09-MAR-2004

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

RRT Greenbelt Holding LLC

Maryland (D)

25-SEP-2015

W16786964

Active

State Department Of Assessments And Taxation

Six Commerce Drive Associates L.L.C.

New Jersey (D)

09-NOV-1998

0000000000

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Sixteenth Springhill Lake Associates, LLC

Maryland (D)

20-APR-2007

W11873635

Active

State Department Of Assessments And Taxation

Skyline Realty L.L.C.

New York (D)

03-DEC-1998

2321460

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

South-West Maintenance Corp.

New York (D)

30-JAN-1997

2107886

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

So. Westchester Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321466

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Sylvan/Campus Realty L.L.C.

New Jersey (D)

21-JUN-2000

0600092664

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

Xxxxxx Maintenance Corp.

New York (D)

30-JAN-1997

2107857

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Talleyrand Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321459

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Tenth Springhill Lake Associates, LLC

Maryland (D)

22-FEB-2006

W11128535

Active

State Department Of Assessments And Taxation

Xxxxx Realty Associates L.L.C.

New Jersey (D)

23-OCT-2003

0600183302

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Commercial 4/5
Condominium Association, Inc.

New Jersey (D)

07-MAR-2011

0101014376

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx Company, L.L.C.

Arkansas

—

Non-CSC

—

The Xxxx Company, L.L.C.

New Jersey (D)

28-NOV-2001

0600127481

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx Company, L.L.C.

South Carolina

—

Pending

—

The Xxxx Company, L.L.C.

Tennessee

—

Non-CSC

—

The Xxxx Construction
Company, L.L.C.

Delaware (D)

03-NOV-1997

2815434

Active

Secretary Of State, Division Of Corporations

Xxx Xxxx Xxxxxxxxxxxx
Xxxxxxx, X.X.X.

Xxx Xxxxxx

00-XXX-0000

0600044060

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx Construction
Company, L.L.C.

New York

23-APR-2003

2897862

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

The Xxxx Construction Services Company, L.L.C.

Delaware (D)

18-SEP-2002

3570288

Active

Secretary Of State, Division Of Corporations

The Xxxx Construction Services Company, L.L.C.

New Jersey

28-NOV-2005

0600253837

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx Contracting
Company, L.L.C.

Delaware (D)

07-MAY-2002

3522467

Active

Secretary Of State, Division Of Corporations

The Xxxx Contracting
Company, L.L.C.

New Jersey

08-MAY-2002

0600140428

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx Contracting
Company, L.L.C.

Pennsylvania

17-MAY-2006

617164

Active

Department Of State, Corporation Bureau

The Xxxx Investment Services Company. L.L.C.

Delaware (D)

03-NOV-1997

2815440

Active

Secretary Of State, Division Of Corporations

The Xxxx Investment Services Company. L.L.C.

Maryland

12-NOV-1997

Z04836060

Active

State Department Of Assessments And Taxation

The Xxxx Management Company, L.L.C.

Delaware (D)

31-JAN-2005

3919080

Active

Secretary Of State, Division Of Corporations

Company

Jurisdiction

Authorization
Date

Jurisdiction
Id

CSC Status

Jurisdiction
Status

Registered With

The Xxxx Real Estate Advisors Company, L.L.C.

Delaware (D)

03-NOV-1997

2815436

Active

Secretary Of State, Division Of Corporations

The Xxxx Real Estate Advisors Company, L.L.C.

Maryland

12-NOV-1997

Z04835096

Active

State Department Of Assessments And Taxation

The Xxxx Real Estate Advisors Company, L.L.C.

New Jersey

10-NOV-1997

0600044020

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx Real Estate Services Company L.L.C.

Delaware (D)

27-APR-2006

4149380

Active

Secretary Of State, Division Of Corporations

The Xxxx Services Company, L.L.C.

Delaware (D)

16-DEC-2004

3898314

Active

Secretary Of State, Division Of Corporations

The Xxxx Services Company, L.L.C.

New Jersey

24-MAY-2005

0600237622

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Horizon Center Property Owners Association, Inc.

New Jersey (D)

02-OCT-1997

0100721533

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

The Xxxx-Xxxx Foundation

New York (D)

06-JUL-1999

2395464

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

Twelfth Springhill Lake Associates, LLC

Maryland (D)

22-FEB-2006

W11128667

Active

State Department Of Assessments And Taxation

Xxxxxx Princeton Associates L.L.C.

New Jersey (D)

09-OCT-1998

0600057219

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

West-Ave. Maintenance Corp.

Connecticut (D)

30-JAN-1997

0553453

Active

Secretary Of State, Commercial Recording Division

West Avenue Realty Associates L.L.C.

Connecticut (D)

29-APR-2003

0747239

Active

Secretary Of State, Commercial Recording Division

White Plains Realty Associates L.L.C.

New York (D)

03-DEC-1998

2321473

Active

Department Of State, Division Of Corporations, State Records And Uniform Commercial Code

XS Hotel Associates, L.L.C.

New Jersey (D)

05-DEC-2014

0600416349

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

XS Hotel Urban Renewal Associates LLC

New Jersey (D)

07-JAN-2014

0600406551

Active

Department Of The Treasury, Division Of Revenue, Business Services Bureau

Entities : ALL, CSC Entity Status : CSC - ACTIVE & NONCSC - ACTIVE, Jurisdiction Status : Active, Local Jurisdictions (USA & Canada only) : ALL, Countries : ALL, Entity Type : ALL, Service Type : ALL, Sorted By : Entity Name

Document Metadata

Table of Contents

TERM LOAN AGREEMENT among MACK-CALI REALTY, L.P. and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and OTHER LENDERS WHICH MAY BECOME PARTIES TO THIS AGREEMENT with BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT, and JPMORGAN...

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