omissions that occurred (or, in the case of omissions, failed
to occur) from and after the Master Lease Termination Date.
The provisions of
this Section 15 shall only be applicable to employees who are covered by any
applicable collective bargaining agreement for the Premises.
The provisions of
this Section 14 shall survive the Closing.
15.
COVENANTS OF SELLER
(A)
DURING THE PERIOD FROM THE DATE HEREOF UNTIL THE MASTER LEASE
TERMINATION DATE, SELLER SHALL:
(I)
BE PERMITTED TO ENTER INTO ANY AGREEMENTS WITH RESPECT TO ALL OR
ANY PORTION OF THE PROPERTY, PROVIDED THAT SUCH AGREEMENTS EXPIRE BY THEIR TERMS
ON OR PRIOR TO THE MASTER LEASE TERMINATION DATE SUBJECT TO PARAGRAPH (B) BELOW;
(II)
MAINTAIN IN FULL FORCE AND EFFECT THE INSURANCE POLICIES
CURRENTLY IN EFFECT WITH RESPECT TO THE PREMISES;
(III)
SUBJECT TO PARAGRAPH (B) BELOW, AND WITH PURCHASER'S PRIOR
WRITTEN CONSENT, NOT TO BE UNREASONABLY WITHHELD, HAVE THE RIGHT TO INSTITUTE
LEGAL PROCEEDINGS AGAINST ANY TENANT UNDER AN EXISTING LEASE WITH RESPECT TO ANY
MATERIAL DEFAULT OR FAILURE TO PERFORM A MATERIAL OBLIGATION BY ANY SUCH TENANT
PRIOR TO THE MASTER LEASE TERMINATION DATE;
(IV)
HAVE THE RIGHT TO (1) APPLY ANY SECURITY DEPOSITS HELD UNDER THE
EXISTING LEASES IN RESPECT OF TENANTS WHO ARE IN MATERIAL DEFAULT UNDER THE
APPLICABLE EXISTING LEASE AFTER THE EXPIRATION OF ALL APPLICABLE CURE PERIODS
AND (2) RETURN THE SECURITY DEPOSIT OF ANY TENANT UNDER THE EXISTING LEASES, WHO
IS ENTITLED TO THE RETURN OF SUCH DEPOSIT PURSUANT TO THE TERM OF ITS EXISTING
LEASE;
27
(V)
OPERATE AND MANAGE THE PREMISES IN A MANNER CONSISTENT WITH
CURRENT PRACTICE; PROVIDED, HOWEVER, THAT SELLER SHALL HAVE NO OBLIGATION TO
MAKE CAPITAL IMPROVEMENTS EXCEPT AS EXPRESSLY PROVIDED IN THE MASTER LEASE;
(VI)
DELIVER TO PURCHASER, PROMPTLY AFTER RECEIPT BY SELLER OR ITS
AGENTS OR REPRESENTATIVES, COPIES OF ALL NOTICES AND OTHER CORRESPONDENCE FROM
TENANTS;
(VII)
PROVIDE TO PURCHASER COPIES OF THE WORKSHEETS AND ALL RELATED
REPORTING DOCUMENTATION USED BY SELLER TO DETERMINE THE AMOUNTS OF OVERAGE RENTS
AND ESCALATIONS FOR ALL APPLICABLE TENANTS;
(VIII)
AT SELLER'S SOLE EXPENSE, REMOVE THE EXISTING ROOFING SYSTEMS AND
INSTALL BALLASTED IRMA ROOFS, WITH 20-YEAR WARRANTIES, ON PART OF THE SETBACK ON
THE 5TH FLOOR AND ON THE SETBACK OF THE 31ST FLOOR OF THE 485 PROPERTY (AS
HEREINAFTER DEFINED); AND
(IX)
NOT, AND SHALL CAUSE ITS MANAGING AGENT NOT, TO HIRE ANY
ADDITIONAL EMPLOYEES OR CHANGE THE CLASSIFICATION OF ANY EMPLOYEES AT THE
PREMISES AS OF THE DATE HEREOF.
(B)
DURING THE PERIOD FROM THE DATE HEREOF UNTIL THE MASTER LEASE
TERMINATION DATE, SELLER SHALL NOT, WITHOUT PURCHASER'S PRIOR APPROVAL,
TERMINATE, AMEND, RENEW OR MODIFY ANY EXISTING LEASE, OR EXCEPT AS PERMITTED BY
PARAGRAPH (D) BELOW, ENTER INTO ANY NEW LEASE, LICENSE, SUBLEASE OR OTHER
AGREEMENT FOR SPACE AT THE PREMISES, NOR CONSENT TO ANY ASSIGNMENT OR SUBLEASE
OF, OR STRUCTURAL OR BUILDING SYSTEM ALTERATION UNDER (UNLESS REQUIRED PURSUANT
TO AN EXISTING LEASE), ANY LEASE, LICENSE, SUBLEASE OR OTHER AGREEMENT FOR SPACE
AT THE PREMISES, IT