ROLL SET FORTH ON EXHIBIT P ATTACHED
HERETO AND MADE A PART HEREOF INDICATING THE AMOUNTS CURRENTLY BEING BILLED AND
COLLECTED FROM THE TENANTS UNDER THE LEASES AS OF THE DATE OF THE RENT ROLL;
(XV)
A TRUE AND COMPLETE LIST OF ALL EMPLOYEES
PRESENTLY EMPLOYED BY PARTNERSHIP AT THE PROPERTY IS SET FORTH ON EXHIBIT Q
ATTACHED HERETO AND MADE A PART HEREOF, AND THE INFORMATION CONTAINED THEREIN
CONCERNING SUCH EMPLOYEES IS ACCURATE IN ALL MATERIAL RESPECTS AS OF THE DATE
HEREOF, AND, EXCEPT AS OTHERWISE SET FORTH IN SUCH SCHEDULE, NONE OF SUCH
EMPLOYEES ARE COVERED BY A UNION CONTRACT; FROM AND AFTER THE DATE HEREOF,
TRANSFERORS SHALL NOT, EXCEPT IF REQUIRED PURSUANT TO THE EXPRESS TERMS OF ANY
OF THE UNION AGREEMENTS OR ANY RENEWAL OR AMENDMENT THEREOF WHICH IS RENEWED ON
AN INDUSTRY-WIDE BASIS (Y) HIRE ANY NEW EMPLOYEES (EXCEPT TO REPLACE EXISTING
PERSONNEL WITH THE CONSENT OF ACQUIRER WHICH SHALL NOT BE UNREASONABLY WITHHELD)
OR (Z) INCREASE THE SALARY, WAGES OR OTHER BENEFITS OF ANY OF THE EMPLOYEES,
WITHOUT THE CONSENT OF ACQUIRER, WHICH CONSENT MAY BE WITHHELD OR DENIED IN
ACQUIRER'S SOLE DISCRETION;
22
(XVI)
ALL BROKERAGE COMMISSIONS ARISING BY REASON OF THE
LEASES ("COMMISSIONS"), HAVE BEEN FULLY PAID EXCEPT AS SET FORTH ON EXHIBIT R,
OTHER THAN AS MAY BE REQUIRED UNDER THE LEASES IN THE FUTURE IN CONNECTION WITH
THE EXERCISE BY THE PERTINENT TENANT OF AN OPTION TO RENEW, EXTEND OR EXPAND
AFTER THE DATE HEREOF AND OTHER THAN WITH RESPECT TO THE DAVIES, WARD, PHILIPS &
VINEBERG LLP LEASE (THE "DAVIES WARD COMMISSIONS"), WHICH DAVIES WARD
COMMISSIONS SHALL BE CREDITED TO ACQUIRER UPON CLOSING; PROVIDED, HOWEVER, THAT
TRANSFERORS OBLIGATION WITH RESPECT TO THE DAVIES WARD COMMISSIONS UNDER THIS
SECTION 9.1(A)(XVI) AND SECTION 4.13 SHALL NOT EXCEED $110,000.
EXHIBIT H SETS
FORTH THE SOLE BROKERAGE AGREEMENTS ("BROKERAGE AGREEMENTS") RELATING TO THE
BUILDING IN EFFECT ON THE DATE HEREOF OF WHICH THE PARTNERSHIP HAS A COPY AND
TRUE AND COMPLETE COPIES OF WHICH HAVE BEEN DELIVERED TO ACQUIRER.
EXHIBIT H-1
SETS FORTH THE ONLY BROKERS WITH WHOM THERE MAY BE AGREEMENTS RELATING TO THE
BUILDING WHICH MAY BE IN EFFECT ON THE DATE HEREOF OF WHICH PARTNERSHIP HAS
ACTUAL KNOWLEDGE BUT NOT A COPY;
(XVII)
THE PARTNERSHIP HAS NO ASSETS WHICH ARE NOT RELATED
TO THE GROUND LEASE, THE BUILDING OR THE PROPERTY;
(XVIII)
ATTACHED HERETO AS EXHIBIT S ARE TRUE AND COMPLETE
COPIES OF CERTIFICATES OF INSURANCE EVIDENCING ALL PROPERTY INSURANCE MAINTAINED
IN RESPECT OF THE BUILDING.
SUCH INSURANCE IS IN FULL FORCE AND EFFECT AND ALL
PREMIUMS THEREFOR HAVE BEEN FULLY PAID THROUGH THE STATED TERM OF SUCH POLICIES;
(XIX)
THE PERSONS IDENTIFIED ON EXHIBIT T ATTACHED
HERETO AND MADE A PART HEREOF AS (A) THE "PARTNERS" OF THE PARTNERSHIP ARE ALL
OF THE PARTNERS OF THE PARTNERSHIP; (B) THE "PARTNERS" OF SIX MADISON, L.P. ARE
ALL OF ITS PARTNERS; (C) THE "PARTNERS" OF 625 PARTNERS, L.P. ARE ALL ITS
PARTNERS; (D) THE "MEMBERS" OF SIX ASSOCIATES GP CO.,