BEING AGREED THAT SELLER MAY AMEND, RENEW OR MODIFY ANY
EXISTING LEASE, TO THE EXTENT REQUIRED PURSUANT TO ITS EXISTING TERMS (E.G., IF
A RENEWAL OPTION CONTAINED IN THE EXISTING LEASE IS EXERCISED).
(C)
WHENEVER IN SECTION 15(B) HEREOF SELLER IS REQUIRED TO OBTAIN
PURCHASER'S APPROVAL WITH RESPECT TO ANY TRANSACTION DESCRIBED THEREIN,
PURCHASER SHALL, WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF SELLER'S REQUEST
THEREFOR, WHICH REQUEST SHALL BE ACCOMPANIED BY A DESCRIPTION OF THE MATERIAL
TERMS OF THE PROPOSED TRANSACTION, NOTIFY SELLER OF ITS APPROVAL OR DISAPPROVAL
OF SAME AND, IF PURCHASER FAILS TO NOTIFY SELLER OF ITS DISAPPROVAL WITHIN SAID
TEN (10) BUSINESS DAY PERIOD, PURCHASER SHALL BE DEEMED TO HAVE NOT APPROVED
SAME.
(D)
PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS BEEN ADVISED THAT SELLER
WILL BE ENTERING INTO THE AGREEMENTS DESCRIBED BELOW AFTER THE DATE HEREOF AND
HEREBY APPROVES OF THE ENTERING INTO OF SUCH AGREEMENTS:
(1)
THE MASTER LEASE IN THE FORM ATTACHED HERETO AS "EXHIBIT 9";
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(2)
A LEASE (THE "TIAA LEASE") IN THE FORM ATTACHED HERETO AS "EXHIBIT
10"; AND
(3)
THE MANAGEMENT AGREEMENT IN THE FORM AND SUBSTANCE REASONABLY
AGREED BETWEEN SELLER AND PURCHASER AND WHICH WILL NOT DECREASE PURCHASER'S
RIGHTS IN ANY MATERIAL RESPECT OR INCREASE PURCHASER'S OBLIGATIONS, NOR WILL
PURCHASER BE RESPONSIBLE FOR ANY COSTS THEREUNDER.
(e)
Notwithstanding any other provision of this Agreement (including,
without limitation, Section 7(g)), in connection with the Existing Lease between
Seller, as landlord, and Fairchild Publications, Inc. ("Fairchild"), as tenant
(the "Fairchild Lease"), Seller shall be solely responsible for and shall
indemnify, reimburse and hold harmless Purchaser against (i) any and all
brokerage costs, fees and commissions or any Landlord contribution,
reimbursement, rent credit or other amount in connection with any tenant
improvements which may be or become due in connection with the Phase I Premises
or Phase II Premises (as defined in the Fairchild Lease) or Fairchild's exercise
of its option to lease premises located on the 6th floor or basement, or any and
all amounts paid or credited by Purchaser to Fairchild on or after the Closing
Date on account thereof ; (ii) any landlord contribution, reimbursement, rent
credit or other amount due to Fairchild in connection with upgrading bathrooms
in its premises under the Fairchild Lease; and (iii) any loss, cost or damage
(including rent credit or offset) sustained or costs incurred by Purchaser as a
result of Seller's failure to perform or pay for, on a timely basis, any work
required to be performed by Seller pursuant to the Fairchild Lease.
(F)
SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS PURCHASER
FROM AND AGAINST ANY LOSS, COST, LIABILITY OR CLAIMS MADE OR ASSERTED BY
COLLIERS ABR, SELLER'S LEASING AGENT, FOR ANY COMMISSIONS OR OTHER COMPENSATION
DUE TO THEM IN CONNECTION WITH ANY EXISTING LEASES (OR PRIOR LEASES) AT THE
PREMISES.
16.
SECURITY DEPOSITS
(A)
CASH SECURITY DEPOSITS UNDER THE EXISTING LEASES SHALL BE
TRANSFERRED TO PURCHASER ON THE MASTER LEASE TERMINATION DATE PURSUANT TO
SECTION 12(C)(II) UNLESS APPLIED