MACK CALI REALTY L P
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>20
<FILENAME>a2086982zex-10_34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>
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                                                                   EXHIBIT 10.34

                       HAZARDOUS MATERIALS INDEMNIFICATION

          THIS HAZARDOUS MATERIALS INDEMNIFICATION (this "AGREEMENT") made as of
the 13th day of May, 2002 by NUSSBAUM CENTENNIAL PARTNERS, L.P., and ASHWOOD
AMERICAN PARTNERS MC DALLAS, L.P., both Texas limited partnerships, having an
office at 2001 Ross Avenue, Suite 3160, Dallas, Texas 75201 (collectively,
"INDEMNITOR"), jointly and severally in favor of MACK-CALI PROPERTY TRUST, a
Maryland business trust having an office at 11 Commerce Drive, Cranford, New
Jersey 07016 ("INDEMNITEE") and other Indemnified Parties (defined below).

                                    RECITALS:

          A.   Indemnitee is prepared to make a loan (the "MEZZANINE LOAN") to
Indemnitor in the principal amount of $5,000,000.00 pursuant to a Mezzanine
Agreement of even date herewith between Indemnitor and Indemnitee (as the same
may be amended, restated, replaced, supplemented or otherwise modified from time
to time, the "MEZZANINE LOAN AGREEMENT"). Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Mezzanine Loan Agreement.

          B.   Indemnitee is unwilling to make the Mezzanine Loan unless
Indemnitor agrees to provide the indemnification, representations, warranties,
covenants and other matters described in this Agreement for the benefit of the
Indemnified Parties.

          C.   Indemnitor is entering into this Agreement to induce Indemnitee
to make the Mezzanine Loan.

                                    AGREEMENT

          NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitor hereby represents, warrants, covenants and agrees for
the benefit of the Indemnified Parties as follows:

          1.   ENVIRONMENTAL COVENANTS. Indemnitor covenants and agrees that:
(a) all uses and operations on or of the Property, whether by Indemnitor or any
other Person, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances
in, on, under or from the Property; (c) Indemnitor shall not permit Hazardous
Substances in, on, or under the Property, except those that are both (i) in
compliance with all Environmental Laws and with permits issued pursuant thereto
and (ii) fully disclosed to Indemnitee in writing; (d) Indemnitor shall keep the
Property free and clear of all liens and other encumbrances imposed pursuant to
any Environmental Law, whether due to any act or omission of Indemnitor or any
other Person (the "ENVIRONMENTAL LIENS"); (e) Indemnitor shall, at its sole cost
and expense, fully and expeditiously cooperate in

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all activities pursuant to PARAGRAPH 2 of this Agreement, including but not
limited to providing all relevant information and making knowledgeable Persons
available for interviews; (f) Indemnitor shall, at its sole cost and expense,
perform any environmental site assessment or other investigation of
environmental conditions in connection with the Property, pursuant to any
reasonable written request of Indemnitee (including but not limited to sampling,
testing and analysis of soil, water, air, building materials, and other
materials and substances whether solid, liquid or gas), and share with
Indemnitee the reports and other results thereof, and Indemnitee and the other
Indemnified Parties shall be entitled to rely on such reports and other results
thereof; (g) Indemnitor shall, at its sole cost and expense, comply with all
reasonable written requests of Indemnitee to (i) effectuate Remediation of any
condition (including but not limited to a Release of a Hazardous Substance) in,
on, under or from the Property; (ii) comply with any Environmental Law; (iii)
comply with any directive from any governmental authority; and (iv) take any
other reasonable action necessary or appropriate for protection of human health
or the environment; (h) Indemnitor shall not do or allow any tenant or other
user of the Property to, with respect to Hazardous Substances, do any act that
materially increases the dangers to human health or the environment, poses an
unreasonable risk of harm to any Person (whether on or off the Property),
impairs or may impair the value of the Property, is contrary to any requirement
of any insurer, constitutes a public or private nuisance, constitutes waste, or
violates any covenant, condition, agreement or easement applicable to the
Property; and (i) Indemnitor shall immediately notify Indemnitee in writing of
(A) any presence or Releases or threatened Releases of Hazardous Substances in,
on, under, from or migrating towards the Property; (B) any non-compliance with
any Environmental Laws related in any way to the Property; (C) any actual or
potential Environmental Lien; (D) any required or proposed Remediation of
environmental conditions relating to the Property; and (E) any written notice or
other communication of which any Indemnitor becomes aware from any source
whatsoever (including but not limited to a governmental entity) relating in any
way to Hazardous Substances or Remediation thereof, possible liability of any
Person pursuant to any Environmental Law, other environmental conditions in
connection with the Property, or any actual or potential administrative or
judicial proceedings in connection with anything referred to in this Agreement.

          2.   INDEMNIFIED RIGHTS/COOPERATION AND ACCESS. In the event the
Indemnified Parties have reason to believe that an environmental hazard exists
on the Property and upon reasonable notice from the Indemnitee, Indemnitor
shall, at Indemnitor's expense, promptly cause an engineer or consultant
reasonably satisfactory to the Indemnified Parties to conduct any environmental
assessment or audit (the scope of which shall be determined in the sole and
absolute discretion of the Indemnified Parties) and take any samples of soil,
groundwater or other water, air, or building materials or any other invasive
testing requested by Indemnitee and promptly deliver the results of any such
assessment, audit, sampling or other testing; provided, however, if such results
are not delivered to the Indemnified Parties within a reasonable period and upon
reasonable notice to Indemnitor, the Indemnified Parties and any other Person
designated by the Indemnified Parties, including but not limited to any
receiver, any representative of a governmental entity, and any environmental
consultant, shall have the right, but not the obligation, to enter upon the
Property at all reasonable times to assess any and all aspects of the
environmental condition of the Property and its use, including but not limited
to conducting any environmental assessment or audit (the scope of which shall be
determined in the sole and absolute discretion of the Indemnified Parties) and
taking samples of soil, groundwater or other water, air, or building materials,
and reasonably conducting other invasive testing.

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Indemnitor shall cooperate with and provide the Indemnified Parties and any such
Person designated by the Indemnified Parties with access to the Property.

          3.   INDEMNIFICATION. Indemnitor covenants and agrees, at its sole
cost and expense, to protect, defend, indemnify, release and hold Indemnified
Parties harmless from and against any and all Losses (defined below) imposed
upon or incurred by or asserted against any Indemnified Parties and directly or
indirectly arising out of or in any way relating to any one or more of the
following, except to the extent that any Losses are caused by the presence,
Release or discharge of Hazardous Substances which occurred on or after the
Closing Date: (a) any presence of any Hazardous Substances in, on, above, or
under the Property; (b) any past, present or threatened Release of Hazardous
Substances in, on, above, under or from the Property; (c) any activity by
Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user
of the Property in connection with any actual, proposed or threatened use,
treatment, storage, holding, existence, disposition or other Release,
generation, production, manufacturing, processing, refining, control,
management, abatement, removal, handling, transfer or transportation to or from
the Property of any Hazardous Substances at any time located in, under, on or
above the Property; (d) any activity by Indemnitor, any Person affiliated with
Indemnitor, and any tenant or other user of the Property in connection with any
actual or proposed Remediation of any Hazardous Substances at any time located
in, under, on or above the Property, whether or not such Remediation is
voluntary or pursuant to court or administrative order, including but not
limited to any removal, remedial or corrective action; (e) any past, present or
threatened non-compliance or violations of any Environmental Laws (or permits
issued pursuant to any Environmental Law) in connection with the Property or
operations thereon, including but not limited to any failure by Indemnitor, any
Person affiliated with Indemnitor, and any tenant or other user of the Property
to comply with any order of any governmental authority in connection with any
Environmental Laws; (f) the imposition, recording or filing or the threatened
imposition, recording or filing of any Environmental Lien encumbering the
Property; (g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in this Agreement;
(h) any past, present or threatened injury to, destruction of or loss of natural
resources in any way connected with the Property, including but not limited to
costs to investigate and assess such injury, destruction or loss; (i) any acts
of Indemnitor, any Person affiliated with Indemnitor, and any tenant or other
user of the Property in arranging for disposal or treatment, or arranging with a
transporter for transport for disposal or treatment, of Hazardous Substances at
any facility or incineration vessel containing such or similar Hazardous
Substances; (j) any acts of Indemnitor, any Person affiliated with any
Indemnitor, and any tenant or other user of the Property in accepting any
Hazardous Substances for transport to disposal or treatment facilities,
incineration vessels or sites from which there is a Release, or a threatened
Release of any Hazardous Substance which causes the incurrence of costs for
Remediation; (k) any personal injury, wrongful death, or property or other
damage arising under any statutory or common law or tort law theory, including
but not limited to damages assessed for private or public nuisance or for the
conducting of an abnormally dangerous activity on or near the Property; and (l)
any misrepresentation or inaccuracy in any representation or warranty or
material breach or failure to perform any covenants or other obligations
pursuant to this Agreement or any other Mezzanine Loan Documents. Indemnitor
shall have no liability hereunder for liability arising solely due to the gross
negligence or willful misconduct of any of the Indemnified Parties.

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          4.   DUTY TO DEFEND AND ATTORNEYS AND OTHER FEES AND EXPENSES. Upon
written request by any Indemnified Party, Indemnitor shall defend same (if
requested by any Indemnified Party, in the name of the Indemnified Party) by
attorneys and other professionals selected by Indemnitor and reasonably approved
by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified
Parties may, if they reasonably believe a conflict of interest exists, in their
sole and absolute discretion, engage their own attorneys and other professionals
to defend or assist them, and, at the option of Indemnified Parties, their
attorneys shall control the resolution of any claim or proceeding, providing
that no compromise or settlement shall be entered without Indemnitor's consent,
which consent shall not be unreasonably withheld. Upon demand, Indemnitor shall
pay or, in the sole and absolute discretion of the Indemnified Parties,
reimburse, the Indemnified Parties for the payment of reasonable fees and
disbursements of attorneys, engineers, environmental consultants, laboratories
and other professionals in connection therewith.

          5.   DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings:The term "ENVIRONMENTAL LAW" means any present and
future federal, state and local laws, statutes, ordinances, rules, regulations
and the like, as well as common law, relating to protection of human health or
the environment, relating to Hazardous Substances, relating to liability for or
costs of other actual or threatened danger to human health or the environment.
The term "ENVIRONMENTAL LAW" includes, but is not limited to, the following
statutes, as amended, any successor thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Substances Transportation Act;
the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act;
the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the
Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal
Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide
Act; the Endangered Species Act; the National Environmental Policy Act; and the
River and Harbors Appropriation Act. The term "ENVIRONMENTAL LAW" also includes,
but is not limited to, any present and future federal, state and local laws,
statutes ordinances, rules, regulations and the like, as well as common law:
conditioning transfer of property upon a negative declaration or other approval
of a governmental authority of the environmental condition of the Property;
requiring notification or disclosure of Releases of Hazardous Substances or
other environmental condition of the Property to any Governmental Authority or
other Person, whether or not in connection with transfer of title to or interest
in property; imposing conditions or requirements in connection with permits or
other authorization for lawful activity; relating to nuisance, trespass or other
causes of action related to the Property; and relating to wrongful death,
personal injury, or property or other damage in connection with any physical
condition or use of the Property.

          The term "HAZARDOUS SUBSTANCES" includes but is not limited to any and
all substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances, hazardous
materials, extremely hazardous wastes, or words of similar meaning or regulatory
effect under any present or future Environmental Laws or that may have a
negative impact on human health or the environment, including but not limited

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to petroleum and petroleum products, asbestos and asbestos-containing materials,
polychlorinated biphenyls, lead, radon, radioactive materials, flammables and
explosives, but excluding substances of kinds and in amounts ordinarily and
customarily used or stored in similar properties for the purposes of cleaning or
other maintenance or operations and otherwise in compliance with all
Environmental Laws.

          The term "INDEMNIFIED PARTIES" includes Indemnitee, any Person who is
or will have been involved in the origination of the Mezzanine Loan, any Person
who is or will have been involved with the servicing of the Mezzanine Loan,
Persons who may hold or acquire or will have held a full or partial interest in
the Mezzanine Loan (including, but not limited to, Investors (defined below) or
prospective Investors in the Securities (defined below), as well as custodians,
trustees and other fiduciaries who hold or have held a full or partial interest
in the Mezzanine Loan for the benefit of third parties) as well as the
respective directors, officers, shareholders, partners, employees, agents,
servants, representatives, contractors, subcontractors, affiliates,
subsidiaries, participants, successors and assigns of any and all of the
foregoing (including but not limited to any other Person who holds or acquires
or will have held a participation or other full or partial interest in the
Mezzanine Loan or the collateral therefor, whether during the term of the
Mezzanine Loan or as a part of or following a foreclosure of the collateral for
the Mezzanine Loan and including, but not limited to, any successors by merger,
consolidation or acquisition of all or a substantial portion of Indemnitee's
assets and business).

          The term "LEGAL ACTION" means any claim, suit or proceeding, whether
administrative or judicial in nature.

          The term "LOSSES" includes any actual losses, damages, costs, fees,
expenses, claims, suits, judgments, awards, liabilities (including but not
limited to strict liabilities), obligations, debts, diminutions in value, fines,
penalties, charges, costs of Remediation (whether or not performed voluntarily),
amounts paid in settlement, litigation costs, attorneys' fees, engineers' fees,
environmental consultants' fees, and investigation costs (including but not
limited to costs for sampling, testing and analysis of soil, water, air,
building materials, and other materials and substances whether solid, liquid or
gas), of whatever kind or nature, and incurred (but not consequential damages)
in connection with any judicial or administrative proceedings, actions, claims,
suits, judgments or awards.

          The term "RELEASE" with respect to any Hazardous Substance includes
but is not limited to any release, deposit, discharge, emission, leaking,
leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Substances in
violation of Environmental Laws.

          The term "REMEDIATION" includes but is not limited to any response,
remedial, removal, or corrective action; any activity to clean up, detoxify,
decontaminate, contain or otherwise remediate any Hazardous Substance; any
actions to prevent, cure or mitigate any Release of any Hazardous Substance; any
action to comply with any Environmental Laws or with any permits issued pursuant
thereto; any inspection, investigation, study, monitoring, assessment, audit,
sampling and testing, laboratory or other analysis, or evaluation relating to
any Hazardous Substances or to anything referred to herein.

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          6.   UNIMPAIRED LIABILITY. The liability of Indemnitor under this
Agreement shall in no way be limited or impaired by, and Indemnitor hereby
consents to and agrees to be bound by, any amendment or modification of the
provisions of the Note, the Mezzanine Loan Agreement or any other Mezzanine Loan
Documents to or with Indemnitee by Indemnitor or any Person who succeeds
Indemnitor or any Person as owner of the Mezzanine Loan or the collateral
therefor. In addition, the liability of Indemnitor under this Agreement shall in
no way be limited or impaired by (i) any extensions of time for performance
required by the Note, the Mezzanine Loan Agreement or any of the other Mezzanine
Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii)
except as provided herein, any exculpatory provision in the Note, the Mezzanine
Loan Agreement or any of the other Mezzanine Loan Documents limiting
Indemnitee's recourse, or limiting Indemnitee's rights to a deficiency judgment
against Indemnitor, (iv) the accuracy or inaccuracy of the representations and
warranties made by Indemnitor under the Note, the Mezzanine Loan Agreement or
any of the other Mezzanine Loan Documents or herein, (v) the release of
Indemnitor or any other Person from performance or observance of any of the
agreements, covenants, terms or condition contained in any of the other
Mezzanine Loan Documents by operation of law, Indemnitee's voluntary act, or
otherwise, (vi) the release or substitution in whole or in part of any security
for the Note, or (vii) Indemnitee's failure to file any UCC financing statements
(or Indemnitee's improper filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien given as security for
the Note; and, in any such case, whether with or without notice to Indemnitor
and with or without consideration.

          7.   ENFORCEMENT. Indemnified Parties may enforce the obligations of
Indemnitor without first resorting to or exhausting any security or collateral
or without first having recourse to the Note, the Mezzanine Loan Agreement or
any other Mezzanine Loan Documents or any of the collateral therefor, through
foreclosure proceedings or otherwise, provided, however, that nothing herein
shall inhibit or prevent Indemnitee from suing on the Note, foreclosing, or
exercising any power of sale under, the Pledge Agreement, or exercising any
other rights and remedies thereunder. This Agreement is not collateral or
security for the debt of Indemnitor pursuant to the Mezzanine Loan, unless
Indemnitee expressly elects in writing to make this Agreement additional
collateral or security for the debt of Indemnitor pursuant to the Mezzanine
Loan, which Indemnitee is entitled to do in its sole and absolute discretion. It
is not necessary for an Event of Default to have occurred pursuant to and as
defined in the Mezzanine Loan Agreement for Indemnified Parties to exercise
their rights pursuant to this Agreement. Notwithstanding any provision of the
Mezzanine Loan Agreement, the obligations pursuant to this Agreement are
exceptions to any non-recourse or exculpation provision of the Mezzanine Loan
Agreement; Indemnitor is fully and personally liable for such obligations, and
such liability is not limited to the original or amortized principal balance of
the Mezzanine Loan or the value of the collateral therefor.

          8.   SURVIVAL. The obligations and liabilities of Indemnitor under
this Agreement shall fully survive indefinitely notwithstanding any termination,
satisfaction, assignment, entry of a judgment of foreclosure or exercise of any
power of sale.

          9.   INTEREST. Any amounts payable to any Indemnified Parties under
this Agreement shall become immediately due and payable on demand and, if not
paid within five (5) days of such demand therefor, shall bear interest at the
Default Rate.

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          10.  WAIVERS. (a) Indemnitor hereby waives (i) any right or claim of
right to cause a marshaling of Indemnitor's assets or to cause Indemnitee or
other Indemnified Parties to proceed against any of the security for the
Mezzanine Loan before proceeding under this Agreement against Indemnitor; (ii)
and relinquishes all rights and remedies accorded by applicable law to
indemnitors or guarantors, except any rights of subrogation which Indemnitor may
have, provided that the indemnity provided for hereunder shall neither be
contingent upon the existence of any such rights of subrogation nor subject to
any claims or defenses whatsoever which may be asserted in connection with the
enforcement or attempted enforcement of such subrogation rights including,
without limitation, any claim that such subrogation rights were abrogated by any
acts of Indemnitee or other Indemnified Parties; (iii) the right to assert a
counterclaim, other than a mandatory or compulsory counterclaim, in any action
or proceeding brought against or by Indemnitee or other Indemnified Parties;
(iv) notice of acceptance hereof and of any action taken or omitted in reliance
hereon; (v) presentment for payment, demand of payment, protest or notice of
nonpayment or failure to perform or observe, or other proof, or notice or
demand; and (vi) all homestead exemption rights against the obligations
hereunder and the benefits of any statutes of limitations or repose.
Notwithstanding anything to the contrary contained herein, Indemnitor hereby
agrees to postpone the exercise of any rights of subrogation with respect to any
collateral securing the Mezzanine Loan until the Mezzanine Loan shall have been
paid in full.

          (b)  INDEMNITOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE MEZZANINE
LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE MEZZANINE LOAN EVIDENCED BY
THE NOTE, THIS AGREEMENT OR THE OTHER MEZZANINE LOAN DOCUMENTS OR ANY ACTS OR
OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION THEREWITH.

          11.  SUBROGATION. Indemnitor shall take any and all reasonable
actions, including institution of legal action against third parties, necessary
or appropriate to obtain reimbursement, payment or compensation from such
Persons responsible for the presence of any Hazardous Substances at, in, on,
under or near the Property or otherwise obligated by law to bear the cost.
Indemnified Parties shall be and hereby are subrogated to all of Indemnitor's
rights now or hereafter in such claims.

          12.  INDEMNITOR'S REPRESENTATIONS AND WARRANTIES. Indemnitor
represents and warrants that:

               (a)  it has the full power and authority to execute and deliver
          this Agreement and to perform its obligations hereunder; the
          execution, delivery and performance of this Agreement by Indemnitor
          has been duly and validly authorized; and all requisite action has
          been taken by Indemnitor to make this Agreement valid and binding upon
          Indemnitor, enforceable in accordance with its terms;

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               (b)  its execution of, and compliance with, this Agreement is in
          the ordinary course of business of Indemnitor and will not result in
          the breach of any term or provision of the charter, by-laws,
          partnership or trust agreement, or other governing instrument of
          Indemnitor or result in the breach of any term or provision of, or
          conflict with or constitute a default under, or result in the
          acceleration of any obligation under, any agreement, indenture or
          mezzanine loan or credit agreement or other instrument to which
          Indemnitor or the Property is subject, or result in the violation of
          any law, rule, regulation, order, judgment or decree to which
          Indemnitor or the Property is subject;

               (c)  to the best of Indemnitor's knowledge, there is no action,
          suit, proceeding or investigation pending or threatened against it
          which, either in any one instance or in the aggregate, may result in
          any material adverse change in the business, operations, financial
          condition, properties or assets of Indemnitor, or in any material
          impairment of the right or ability of Indemnitor to carry on its
          business substantially as now conducted, or in any material liability
          on the part of Indemnitor, or which would draw into question the
          validity of this Agreement or of any action taken or to be taken in
          connection with the obligations of Indemnitor contemplated herein, or
          which would be likely to impair materially the ability of Indemnitor
          to perform under the terms of this Agreement;

               (d)  it does not believe, nor does it have any reason or cause to
          believe, that it cannot perform each and every covenant contained in
          this Agreement;

               (e)  to the best of Indemnitor's knowledge, no approval,
          authorization, order, license or consent of, or registration or filing
          with, any governmental authority or other person, and no approval,
          authorization or consent of any other party is required in connection
          with this Agreement; and

               (f) this Agreement constitutes a valid, legal and binding
          obligation of Indemnitor, enforceable against it in accordance with
          the terms hereof.

          13.  NO WAIVER. No delay by any Indemnified Party in exercising any
right, power or privilege under this Agreement shall operate as a waiver of any
such privilege, power or right.

          14.  NOTICE OF LEGAL ACTIONS. Each party hereto shall, within ten (10)
business days of receipt thereof, give written notice to the other party hereto
of (i) any notice, advice or other communication from any governmental entity or
any source whatsoever with respect to Hazardous Substances on, from or affecting
the Property, and (ii) any legal action brought against such party or related to
the Property, with respect to which Indemnitor may have liability under this
Agreement. Such notice shall comply with the provisions of SECTION 18 hereof.

          15.  EXAMINATION OF BOOKS AND RECORDS. Indemnified Parties and their
accountants shall have the right to examine the records, books, management and
other papers of Indemnitor which reflect upon its financial condition, at the
Property or at the office regularly

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maintained by Indemnitor where the books and records are located. Indemnified
Parties and their accountants shall have the right to make copies and extracts
from the foregoing records and other papers. In addition, at reasonable times
and upon reasonable notice, Indemnified Parties and their accountants shall have
the right to examine and audit the books and records of Indemnitor pertaining to
the income, expenses and operation of the Property during reasonable business
hours at the office of Indemnitor where the books and records are located.

          16.  TRANSFER OF MEZZANINE LOAN. (a) Indemnitee may, at any time,
sell, transfer or assign the Note, the Mezzanine Loan Agreement, this Agreement
and the other Mezzanine Loan Documents, and any or all servicing rights with
respect thereto, or grant participations therein or issue securities evidencing
a beneficial interest in a rated or unrated public offering or private placement
(the "SECURITIES"). Indemnitee may forward to each purchaser, transferee,
assignee, servicer, participant or investor in such Securities or any credit
rating agency rating such Securities (the foregoing entities hereinafter
collectively referred to as the "INVESTOR") and each prospective Investor, all
documents and information which Indemnitee now has or may hereafter acquire
relating to Indemnitor and the Property, whether furnished by Indemnitor, any
guarantor or otherwise, as Indemnitee determines necessary or desirable.
Indemnitor and any guarantor agree to cooperate with Indemnitee in connection
with any transfer made or any Securities created pursuant to this Section,
including, without limitation, the delivery of an estoppel certificate required
in accordance with the Mezzanine Loan Agreement and such other documents as may
be reasonably requested by Indemnitee. Indemnitor shall also furnish, and
Indemnitor and any guarantor hereby consent to Indemnitee furnishing to such
Investors or such prospective Investors, any and all information concerning the
financial condition of the Indemnitor and any guarantor and any and all
information concerning the Property and the Leases as may be reasonably
requested by Indemnitee or as may be requested by any Investor or any
prospective Investor in connection with any sale, transfer or participation
interest.

          (b)  Upon any transfer or proposed transfer contemplated above or by
the Mezzanine Loan Agreement, at Indemnitee's request, Indemnitor shall provide
an estoppel certificate to the Investor or any prospective Investor in such
form, substance and detail as Indemnitee, such Investor or prospective Investor
may require.

          17.  TAXES. Indemnitor has filed all federal, state, county,
municipal, and city income and other tax returns required to have been filed by
it and has paid all taxes and related liabilities which have become due pursuant
to such returns or pursuant to any assessments received by it. Indemnitor has no
knowledge of any basis for any additional assessment in respect of any such
taxes and related liabilities for prior years.

          18.  NOTICES. All notices or other written communications hereunder
shall be made in accordance the Mezzanine Loan Agreement.

          19.  DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed
in any number of duplicate originals and each duplicate original shall be deemed
to be an original. This Agreement may be executed in several counterparts, each
of which counterparts shall be deemed an original instrument and all of which
together shall constitute a

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single Agreement. The failure of any party hereto to execute this Agreement, or
any counterpart hereof, shall not relieve the other signatories from their
obligations hereunder.

          20.  NO ORAL CHANGE. This Agreement, and any provisions hereof, may
not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Indemnitor or any
Indemnified Party, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

          21.  HEADINGS, ETC. The headings and captions of various paragraphs of
this Agreement are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

          22.  NUMBER AND GENDER/SUCCESSORS AND ASSIGNS. All pronouns and any
variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the Person or Persons referred to may
require. Without limiting the effect of specific references in any provision of
this Agreement, the term "INDEMNITOR" shall be deemed to refer to each and every
Person comprising an Indemnitor from time to time, as the sense of a particular
provision may require, and to include the heirs, executors, administrators,
legal representatives, successors and assigns of Indemnitor, all of whom shall
be bound by the provisions of this Agreement, provided that no obligation of
Indemnitor may be assigned except with the written consent of Indemnitee. Each
reference herein to Indemnitee shall be deemed to include its successors and
assigns. This Agreement shall inure to the benefit of Indemnified Parties and
their respective successors and assigns forever.

          23.  RELEASE OF LIABILITY. Any one or more parties liable upon or in
respect of this Agreement may be released without affecting the liability of any
party not so released.

          24.  RIGHTS CUMULATIVE. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies which Indemnitee has
under the Note, the Mezzanine Loan Agreement or the other Mezzanine Loan
Documents or would otherwise have at law or in equity.

          25.  INAPPLICABLE PROVISIONS. If any term, condition or covenant of
this Agreement shall be held to be invalid, illegal or unenforceable in any
respect, this Agreement shall be construed without such provision.

          26.  GOVERNING LAW. A. THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF
NEW JERSEY, AND MADE BY INDEMNITOR AND ACCEPTED BY INDEMNITEE IN THE STATE OF
NEW JERSEY, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO CONTRACTS MADE AND PERFORMED

                                      -10-
<Page>

IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE
LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW,
INDEMNITOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND
THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW JERSEY.

          B.   ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR
INDEMNITOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT INDEMNITEE'S
OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEWARK, COUNTY
OF ESSEX, STATE OF NEW JERSEY, AND INDEMNITOR WAIVES ANY OBJECTIONS WHICH IT MAY
NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH
SUIT, ACTION OR PROCEEDING, AND INDEMNITOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. INDEMNITOR
DOES HEREBY DESIGNATE AND APPOINT:

                          THE CORPORATION TRUST COMPANY
                              820 BEAR TAVERN ROAD
                         WEST TRENTON, NEW JERSEY 08628

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEWARK, NEW JERSEY, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO INDEMNITOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON INDEMNITOR IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. INDEMNITOR (I) SHALL GIVE PROMPT
NOTICE TO INDEMNITEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER,
(II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED
AGENT WITH AN OFFICE IN NEWARK, NEW JERSEY (WHICH SUBSTITUTE AGENT AND OFFICE
SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III)
SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO
HAVE AN OFFICE IN NEWARK, NEW JERSEY OR IS DISSOLVED WITHOUT LEAVING A
SUCCESSOR.

          27.  MISCELLANEOUS. (a) Wherever pursuant to this Agreement (i)
Indemnitee exercises any right given to it approve or disapprove, (ii) any
arrangement or term is to be satisfactory to Indemnitee, or (iii) any other
decision or determination is to be made by Indemnitee, the decision of
Indemnitee to approve or disapprove, all decisions that arrangements or terms
are satisfactory or not satisfactory and all other decisions and determinations
made by

                                      -11-
<Page>

Indemnitee, shall be in the sole and absolute discretion of Indemnitee and shall
be final and conclusive, except as may be otherwise expressly and specifically
provided herein.

          (b)  Wherever pursuant to this Agreement it is provided that
Indemnitor pay any costs and expenses, such costs and expenses shall include,
but not be limited to, reasonable legal fees and disbursements of Indemnitee,
whether retained firms, the reimbursements for the expenses of the in-house
staff or otherwise.

                         [NO FURTHER TEXT ON THIS PAGE]

                                      -12-
<Page>

          IN WITNESS WHEREOF, this Agreement has been executed by Indemnitor and
is effective as of the day and year first above written.

                                             INDEMNITOR:

                                             NUSSBAUM CENTENNIAL PARTNERS, L.P.

                                             By: NUSSBAUM CENTENNIAL, LLC,
                                                 its general partner

                                                     By: Steven H. Levin
                                                        ---------------------
                                                     Name: Steven H. Levin
                                                     Title:

                                             ASHWOOD AMERICAN PARTNERS
                                             MC DALLAS, L.P.

                                             By: A/A INVESTORS - MC DALLAS
                                                 L.L.C., its general partner

                                                      By: /s/ David S. Gruber
                                                         ---------------------
                                                         Name: David S. Gruber
                                                         Title:

</TEXT>
</DOCUMENT>
