INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA WITH RESPECT TO THE MASTER LEASE AND THE TIAA LEASE, EACH
IN THE FORM ATTACHED HERETO AS "EXHIBIT 8".
THE MAJOR TENANTS ARE:
FAIRCHILD
PUBLICATIONS, INC., RSM MCGLADREY, INC., NORTH FORK BANK, EISNER, LLP, TEACHERS
INSURANCE AND ANNUITY ASSOCIATION OF AMERICA ("TIAA"), AS TENANT UNDER THE
MASTER LEASE AND TIAA, AS TENANT UNDER
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THE TIAA LEASE.
PURCHASER ACKNOWLEDGES THAT FAIRCHILD PUBLICATIONS, INC. HAS
NOT TAKEN POSSESSION OF ITS SPACE AND IS NOT YET REQUIRED TO PAY RENT, AND ANY
ESTOPPEL CERTIFICATE FROM SUCH TENANT SHALL BE MODIFIED ACCORDINGLY.
ANY
ESTOPPEL CERTIFICATE FROM SELLER SHALL BY ITS TERMS SURVIVE FOR ONLY SIX (6)
MONTHS FOLLOWING THE CLOSING DATE AND, IF AT ANY TIME AFTER SELLER'S DELIVERY
THEREOF WITH RESPECT TO AN EXISTING LEASE, PURCHASER SHALL RECEIVE A TENANT
ESTOPPEL CERTIFICATE WITH RESPECT THERETO SUBSTANTIALLY SIMILAR TO THE SELLER
ESTOPPEL RELATING TO SUCH EXISTING LEASE, THEN SUCH SELLER ESTOPPEL CERTIFICATE
SHALL BE DEEMED NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT.
THE FAILURE TO
OBTAIN ESTOPPEL CERTIFICATES FROM THE REQUIRED TENANTS SHALL NOT BE A DEFAULT ON
THE PART OF THE SELLER BUT RATHER THE FAILURE OF A CONDITION PRECEDENT TO
PURCHASER'S OBLIGATION TO CLOSE, IN WHICH CASE, PURCHASER SHALL HAVE THE RIGHT
TO WAIVE SUCH REQUIREMENT OR TERMINATE THIS AGREEMENT AND RECEIVED A RETURN OF
THE DEPOSIT.
SELLER SHALL REQUEST ESTOPPEL CERTIFICATES FROM ALL THE TENANTS
UNDER THE EXISTING LEASES, SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
THE ESTOPPELS AND SHALL DELIVER COPIES OF EXECUTED ESTOPPELS TO PURCHASER
PROMPTLY AFTER SELLER RECEIVES SAME.
Seller shall be deemed to have delivered the items set forth in clauses (x),
(xi), and (xiv) above if the same are left at the Property on the Closing Date.
(B)
ON THE CLOSING DATE, PURCHASER SHALL DELIVER OR CAUSE TO BE
DELIVERED TO SELLER, EXECUTED, AS APPROPRIATE, THE FOLLOWING:
(I)
THE TP-584;
(II)
THE NYC-RPT;
(III)
THE MASTER LEASE ASSIGNMENT;
(IV)
THE BILL OF SALE;
(V)
THE MANAGEMENT AGREEMENT ASSIGNMENT; AND
(VI)
THE PURCHASE PRICE, AS ADJUSTED PURSUANT TO THIS AGREEMENT.
(C)
ON THE MASTER LEASE TERMINATION DATE, SELLER SHALL DELIVER OR
CAUSE TO BE DELIVERED TO PURCHASER, EXECUTED, AS APPROPRIATE, THE FOLLOWING:
(I)
AN ASSIGNMENT AND ASSUMPTION OF THE EXISTING LEASES (THE
"EXISTING LEASES ASSIGNMENT"), AS SUCH EXISTING LEASES ARE IN EFFECT ON THE
MASTER LEASE TERMINATION DATE, IN THE FORM ATTACHED HERETO AS "EXHIBIT 12";
(II)
THE CASH SECURITY DEPOSITS (TOGETHER WITH INTEREST ACCRUED
THEREON LESS A 1% PER ANNUM ADMINISTRATIVE FEE) AND LETTERS OF CREDIT HELD BY
SELLER AS SECURITY UNDER THE EXISTING LEASES, BUT ONLY TO THE EXTENT THE SAME
HAVE NOT BEEN APPLIED DUE TO ANY MATERIAL DEFAULT AFTER THE EXPIRATION OF ALL
APPLICABLE CURE PERIODS OR RETURNED TO TENANTS IN ACCORDANCE WITH THE EXISTING
LEASES;
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(III)
TENANT NOTICE LETTERS IN THE FORM OF EXHIBIT 6-A;
(IV)
TO THE EXTENT NOT PREVIOUSLY DELIVERED TO PURCHASER ON THE CLOSING
DATE, ORIGINALS, OR IF UNAVAILABLE, COPIES OF ALL LEASES, LICENSES, OCCUPANCY
AND