Exhibit
10.2


 


Execution Version


 


LEASE AGREEMENT


 


by and between


 


620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,


a Delaware limited partnership


 


 


as LANDLORD


 


 


and


 


 


NYT REAL ESTATE COMPANY LLC,


a New York limited liability company,


 


as TENANT


 


	
   

  	
   

  	
  Premises:

  	
   

  	
  Leasehold Condominium

  
	
   

  	
   

  	
   

  	
   

  	
  New York Times Building

  
	
   

  	
   

  	
   

  	
   

  	
  620 Eighth Avenue

  
	
   

  	
   

  	
   

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Dated as of:  March 6, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  1.

  	
  Demise of Premises

  	
  2

  
	
  2.

  	
  Certain Definitions

  	
  2

  
	
  3.

  	
  Title and Condition

  	
  11

  
	
  4.

  	
  Use of Leased Premises; Quiet Enjoyment

  	
  13

  
	
  5.

  	
  Term

  	
  15

  
	
  6.

  	
  Basic Rent

  	
  17

  
	
  7.

  	
  Additional Rent

  	
  17

  
	
  8.

  	
  Net Lease; Non-Terminability

  	
  18

  
	
  9.

  	
  Payment of Impositions

  	
  19

  
	
  10.

  	
  Compliance with Laws and Easement Agreements,
  Environmental Matters

  	
  20

  
	
  11.

  	
  Liens; Recording

  	
  22

  
	
  12.

  	
  Maintenance and Repair

  	
  23

  
	
  13.

  	
  Alterations and Improvements

  	
  24

  
	
  14.

  	
  Permitted Contests

  	
  26

  
	
  15.

  	
  Indemnification

  	
  26

  
	
  16.

  	
  Insurance

  	
  28

  
	
  17.

  	
  Casualty and Condemnation

  	
  32

  
	
  18.

  	
  Termination Events

  	
  34

  
	
  19.

  	
  Restoration

  	
  35

  
	
  20.

  	
  Procedures Upon Purchase

  	
  37

  
	
  21.

  	
  Assignment and Subletting, Prohibition Against
  Leasehold Financing

  	
  38

  
	
  22.

  	
  Events of Default

  	
  43

  
	
  23.

  	
  Remedies and Damages upon Default

  	
  46

  
	
  24.

  	
  Notices

  	
  50

  
	
  25.

  	
  Estoppel Certificate

  	
  51

  
	
  26.

  	
  Surrender

  	
  51

  
	
  27.

  	
  No Merger of Title

  	
  51

  
	
  28.

  	
  Books and Records

  	
  52

  
	
  29.

  	
  Determination of Value

  	
  53

  
	
  30.

  	
  Non-Recourse as to Landlord

  	
  54

  
	
  31.

  	
  Financing

  	
  55

  
	
  32.

  	
  Subordination, Non-Disturbance and Attornment;
  Landlord’s Waiver

  	
  57

  
	
  33.

  	
  Tax Treatment; Reporting

  	
  58

  
	
  34.

  	
  Option to Purchase

  	
  60

  
	
  35.

  	
  Right of First Offer

  	
  61

  
	
  36.

  	
  Miscellaneous

  	
  64

  
	
  37.

  	
  Security Deposit

  	
  66

  



 


i

















 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit “A”

  	
  - Premises

  	
   

  
	
  Exhibit “B”

  	
  - Machinery and Equipment

  	
   

  
	
  Exhibit “C”

  	
  - Schedule of Permitted Encumbrances

  	
   

  
	
  Exhibit “D”

  	
  - Rent Schedule

  	
   

  
	
  Exhibit “E”

  	
  - Default Termination Yield Schedule

  	
   

  
	
  Exhibit “F”

  	
  - Form of Notice to Extend Term

  	
   

  
	
  Exhibit “G”

  	
  - Form of Landlord SNDA

  	
   

  
	
  Exhibit “H”

  	
  - Intentionally Omitted

  	
   

  
	
  Exhibit “I”

  	
  - Form of Beneficial Assignment

  	
   

  



 


ii

















 


LEASE
AGREEMENT, made as of March 6, 2009, between 620 EIGHTH
NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”),
with an address c/o W.P. Carey & Co. LLC,
50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and NYT REAL ESTATE COMPANY, LLC, a New York limited liability
company, (“Tenant”), with an address at 620 Eighth Avenue, New York, New
York 10018.


 


Concurrently
with the execution of this Lease, Landlord has paid to Tenant the Acquisition
Cost (less agreed closing and transaction costs) consistent with the terms of
that certain Agreement of Purchase & Sale, dated as of the date of
this Lease, by and between Landlord, as Buyer, and Tenant, as Seller (the “PSA”),
and in consideration thereof and as further evidence of and security for such
transaction, Tenant has executed and delivered to Landlord (or has caused to be
executed and delivered to Landlord) the Assignment of Severance Lease, the
Landlord Mortgage, this Lease, the Guaranty and such other documents,
certificates and/or instruments as required under the PSA or otherwise mutually
agreed between Landlord and Tenant to consummate the transaction (the “Transaction
Documents”).  Prior to entering into
the Transaction Documents, Tenant and The New York Times Company engaged a
nationally recognized real estate brokerage firm and made substantial marketing
efforts in order to secure the best economic result for Tenant and The New York
Times Company from the financing and/or sale-leaseback of the Leased Premises
and have selected the transaction as evidenced by the Transaction Documents
(including the Acquisition Cost) constitutes the best option for monetizing the
Leased Premises under circumstances acceptable to Tenant and The New York Times
Company and constitutes fair and reasonably equivalent value to Tenant and the
New York Times Company.


 


LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL AND EXPRESS INTENT TO
CREATE, AND THAT THIS LEASE CONSTITUTES A PART OF, A SINGLE LEASE
TRANSACTION, AND THAT NEITHER THIS LEASE NOR ANY PART HEREOF (INCLUDING
THE PURCHASE OPTION) OR THE RIGHTS CONTAINED HEREIN ARE INTENDED OR SHALL BE
CONSTRUED TO BE SEPARATE AND APART FROM THE TRANSACTION DOCUMENTS AND THE
RIGHTS OR OBLIGATIONS THEREUNDER.


 


THEREFORE, TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL
REPRESENTATIVE (UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE
INSOLVENCY PROCEEDING) EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS THE EXPRESS
INTENT OF LANDLORD AND TENANT THAT NEITHER THIS LEASE NOR ANY PART THEREOF
SHALL BE (OR BE DEEMED TO BE) DIVISIBLE OR SEVERABLE INTO SEPARATE AGREEMENTS
FOR ANY PURPOSE WHATSOEVER, AND TENANT, ON BEHALF OF ITSELF AND ANY SUCH
TRUSTEE OR LEGAL REPRESENTATIVE, HEREBY WAIVES ANY RIGHT TO CLAIM OR ASSERT A
CONTRARY POSITION IN ANY ACTION OR PROCEEDING. 
THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT IN THIS
PARAGRAPH ARE MADE AS A MATERIAL INDUCEMENT TO LANDLORD TO ENTER INTO THE
TRANSACTION CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND THAT, BUT FOR THE
FOREGOING AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD NOT CONSUMMATE THIS
TRANSACTION.


 


In
consideration of the rents and provisions herein stipulated to be paid and
performed, Landlord and Tenant hereby covenant and agree as follows:


 


1

















 


1.             Demise of Premises. 
Landlord hereby demises and lets to Tenant, and Tenant hereby takes and
leases from Landlord, for the term and upon the provisions hereinafter
specified, the following described property (collectively, the “Leased
Premises”): (a) the leasehold condominium units more particularly
described and identified by tax lots in Exhibit “A” attached hereto
consisting of (i) Floors 2 through 20 containing approximately 712,000
rentable square feet, (ii) NYTC Unit Owner’s (as defined in the Declaration)
portions of the cellar (the “Cellar Space”) and Floors 28 and 51,
containing approximately 53,000 square feet, and (iii) the NYTC Unit Owner’s
fractional undivided interest in approximately 100,000 square feet of common
elements or limited common elements of the Condominium (as defined below)
appurtenant thereto (collectively, the “Unit”), all located in the
building known as “The New York Times Building” and having a street address of
620 Eighth Avenue, New York, New York 10018 (the “Building”), (b) all
other Appurtenances and any structures and other improvements now or hereafter
constructed within the Unit or which are located on or about the Building and
which serve only the Unit or which otherwise constitute a part thereof under
the terms of the Condominium Documents (as defined below) (collectively, the “Improvements”),
and (c) the fixtures, machinery, equipment and other property described in
Exhibit “B” hereto located within the Unit or on or about the
Building and which serve only the Unit or which otherwise constitute a part
thereof under the terms of the Condominium Documents, but specifically
excluding Tenant’s Personal Property (collectively, the “Equipment”).


 


2.             Certain Definitions.


 


“Acquisition
Cost” shall mean amount of $225,000,000.


 


“Acquisition
Fee” shall mean the amount of $8,720,222.51


 


“Additional
Rent” shall mean Additional Rent as defined in Paragraph 7.


 


“Affiliate”
of any Person shall mean any Person which shall (i) control, (ii) be
under the control of, or (iii) be under common control with such
Person (the term “control” as used herein shall be deemed to mean ownership of
more than 50% of the outstanding voting stock of a corporation or other
majority equity and control interest if such Person is not a corporation) and
the power to direct or cause the direction of the management or policies of
such Person.


 


“Alterations”
shall mean all changes, additions, improvements or repairs to, all alterations,
reconstructions, restorations, renewals, replacements or removals of and all substitutions
or replacements for any of the Improvements or Equipment, both interior and
exterior, structural and non-structural, and ordinary and extraordinary.


 


“Appurtenances”
shall mean all tenements, hereditaments, easements, rights-of-way, rights, privileges
in and to the Building or the land upon which it is constructed and which
constitutes a part of the Condominium (the “Land”), including (a) easements
over other lands granted by any Easement Agreement, (b) any streets, ways,
alleys, vaults, gores or strips of land adjoining the Land and (c) any and
all rights to the use or enjoyment of, or access to, any other portion of the
Condominium under the terms or provisions of the Condominium Documents or the
Severance Lease.


 


“Asset
Transfer” shall mean Asset Transfer as defined in Paragraph 21(j).


 


2

















 


“Assignment”
shall mean any assignment of rents and leases from Landlord to a Lender which (a) encumbers
any of the Leased Premises or Landlord’s interest therein and (b) secures
Landlord’s obligation to repay a Loan, as the same may be amended, supplemented
or modified from time to time.


 


“Assignment
of Severance Lease” shall mean the Assignment and Assumption of Severance
Lease, dated as of the date of this Lease, by and between Tenant, as assignor,
and Landlord, as assignee, pursuant to which Tenant assigned all of it rights
title and interest as lessee under the Severance Lease to Landlord.


 


“Basic
Rent” shall mean Basic Rent as defined in Paragraph 6.


 


“Basic
Rent Payment Date” shall mean Basic Rent Payment Date as defined in
Paragraph 6.


 


“Basic
Rent Payment Date” shall mean Basic Rent Payment Date as defined in
Paragraph 6.


 


“Beneficial
Transfer Documents” shall mean, collectively (i) the True Assignment, (ii) a
written waiver of any right of redemption by Tenant with respect to the Leased
Premises and, to the fullest extent permitted by applicable law, a waiver of
all rights, claims or defenses available to a mortgagor under the Laws of the
State including any right to assert that the Lease continues to constitute a
financing lease from and after the occurrence of the Option Lapse Date, (iii) an
acknowledgement of the treatment of this Lease as a true lease for the balance
of the Term in accordance with Paragraph 33(b) from and after the
occurrence of the Option Lapse Date, (iv) a certified check in an amount
equal to the amount of all State and New York City transfer taxes due in
connection with the recording of the True Assignment, made payable to or at the
direction of Landlord, (v) a certified check in an amount equal to all
Costs incurred by Landlord in connection with the transactions contemplated by
the Beneficial Transfer Documents and (vi) a certified check in an amount
equal to the actual costs to obtain a Leasehold Owners ALTA Policy of Title
Insurance in favor of Landlord with respect to the Leased Premises effective as
of the date of the transfer of beneficial title contemplated hereby, subject
only to the Permitted Exceptions and otherwise reasonably satisfactory to
Landlord, together with such other customary affidavits or certificates
requested by the applicable land title insurance company to issue such policy.


 


“Casualty”
shall mean any damage to or destruction of or which affects the Leased Premises.


 


“Commencement
Date” shall mean Commencement Date as defined in Paragraph 5.


 


“Condemnation”
shall mean a Taking and/or a Requisition.


 


“Condemnation
Notice” shall mean notice or knowledge of the institution of or intention to
institute any proceeding for Condemnation.


 


“Condominium”
shall mean the commercial condominium regime created pursuant to the
Declaration, including the Building and the Land.


 


“Condominium
Act” shall mean Article 9-B (Condominium Act) of the New York Real
Property Law (Section 339-d et seq.).


 


3

















 


“Condominium
Board” shall mean the nine (9) member Board of Managers of the Condominium
established by the terms of the Declaration and By-Laws.


 


“Condominium Declaration”
shall mean that certain declaration, dated as of August 4, 2006 made by
The New York Times Building LLC pursuant to the Condominium Act establishing condominium ownership of the Building
and the Land, which declaration was recorded in the Register’s Office on August 15,
2006, as CRFN 2006000460293, as amended by that certain First Amendment to the
Declaration (the “First Amendment”), which First Amendment was dated as
of January 29, 2007, and recorded in the Register’s Office on February 8,
2007 as CRFN 2007000075106, and further amended by that certain Second
Amendment to the Declaration (the “Second Amendment”), which Second
Amendment was dated October 11, 2007, and recorded in the Register’s
Office on January 8, 2008 as CRFN 2008000008735, and further amended by
that certain Third Amendment to the Declaration (the “Third Amendment”),
which Third Amendment was dated March               2009,
and recorded in the Register’s Office on
                                      
as CRFN                                       ,
including the By-Laws and Rules and Regulations thereunder.


 


“Condominium
Documents” shall mean collectively, (i) the Condominium Declaration, and all the terms and
provisions thereof, and (ii) the Bylaws adopted by the Condominium Association pursuant to the Declaration (the “Bylaws”)
and (iii) any rules or regulations adopted under the Condominium
Declaration or the Bylaws, in each case, now or hereafter in effect and as same
may be amended, restated, modified or supplemented from time to time.


 


“Condominium
Expenses” shall mean the allocated share of all expenses attributable to the
management, operation, maintenance, repair and security of the Condominium,
including the parking and landscaped areas, which are incurred by or payable by
the owner of the Leased Premises (including the undivided interest in the
limited common elements and common elements of the Condominium) pursuant to the
Condominium Declaration or in accordance therewith, without mark-up by
Landlord.


 


“Costs”
of a Person or associated with a specified transaction shall mean all
reasonable costs and expenses incurred by such Person or associated with such
transaction, including without limitation, reasonable attorneys’ fees and
expenses, court costs, brokerage fees, escrow fees, title insurance premiums,
customary mortgage commitment fees and/or points, and recording fees and
transfer taxes, as the circumstances require.


 


“CPI” means the index
known as United States Department of Labor, Bureau of Labor Statistics,
Consumer Price Index, All Urban Consumers, United States City Average, All
Items, (1982-84=100) or the successor index that most closely approximates the
CPI.  If the CPI shall be discontinued
with no successor or comparable successor index, Landlord and Tenant shall
attempt to agree upon a substitute index or formula, but if they are unable to
so agree, then the matter shall be determined by arbitration in accordance with
the rules of the American Arbitration Association then prevailing in New
York City. Any decision or award resulting from such arbitration shall be final
and binding upon Landlord and Tenant and judgment thereon may be entered in any
court of competent jurisdiction.


 


“Default
Rate” shall mean the Default Rate as defined in Paragraph 7(a)(iv).


 


“Default
Termination Yield” shall mean, with respect to any default termination of this
Lease at any time prior to the Option Lapse Date, the amount set forth on 


 


4

















 


Exhibit E annexed hereto for
the applicable Lease Year in which this Lease is so terminated, as a result of
foreclosure or otherwise.


 


“Easement
Agreement” shall mean any conditions, covenants, restrictions, easements,
declarations, licenses and other agreements listed as Permitted Encumbrances or
as may hereafter affect the Leased Premises.


 


“Environmental
Law” shall mean (a) whenever enacted or promulgated, any applicable
federal, state and local law, statute, ordinance, rule, regulation, license,
permit, authorization, approval, consent, court order, judgment, decree, injunction,
code, requirement or agreement with any governmental entity, (i) relating
to pollution (or the cleanup thereof), or the protection of air, water vapor,
surface water, groundwater, drinking water supply, land (including land surface
or subsurface), plant, aquatic and animal life from injury caused by a
Hazardous Substance or (ii) concerning exposure to, or the use,
containment, storage, recycling, reclamation, reuse, treatment, generation,
discharge, transportation, processing, handling, labeling, production, disposal
or remediation of Hazardous Substances, Hazardous Conditions or Hazardous
Activities, in each case as amended and as now or hereafter in effect, and
(b) any common law or equitable doctrine (including, without limitation,
injunctive relief and tort doctrines such as negligence, nuisance, trespass and
strict liability) that may impose liability or obligations for injuries or
damages due to or threatened as a result of the presence of, exposure to, or
ingestion of, any Hazardous Substance. 
The term Environmental Law includes, without limitation, the federal
Comprehensive Environmental Response Compensation and Liability Act
of 1980, the Superfund Amendments and Reauthorization Act, the federal Water
Pollution Control Act, the federal Clean Air Act, the federal Clean Water Act,
the federal Resources Conservation and Recovery Act of 1976 (including the
Hazardous and Solid Waste Amendments to RCRA), the federal Solid Waste Disposal
Act, the federal Toxic Substance Control Act, the federal Insecticide,
Fungicide and Rodenticide Act, the federal Occupational Safety and Health Act
of 1970, the federal National Environmental Policy Act and the federal
Hazardous Materials Transportation Act, each as amended and as now or hereafter
in effect and any similar state or local Law.


 


“Environmental
Violation” shall mean (a) any direct or indirect discharge, disposal,
spillage, emission, escape, pumping, pouring, injection, leaching, release,
seepage, filtration or transporting of any Hazardous Substance at, upon, under,
onto or within the Leased Premises, or from the Leased Premises to the
environment, in violation of any Environmental Law or in excess of any
reportable quantity established under any Environmental Law or which could
result in any liability to Landlord, Tenant or Lender, any Federal, state or
local government or any other Person for the costs of any removal or remedial
action or natural resources damage or for bodily injury or property damage, (b) any
deposit, storage, dumping, placement or use of any Hazardous Substance at,
upon, under or within the Leased Premises or which extends to any part of the
Condominium in violation of any Environmental Law or in excess of any
reportable quantity established under any Environmental Law or which could
result in any liability to any Federal, state or local government or to any
other Person for the costs of any removal or remedial action or natural
resources damage or for bodily injury or property damage, (c) the
abandonment or discarding of any barrels, containers or other receptacles
containing any Hazardous Substances in violation of any Environmental Laws, (d) any
activity, occurrence or condition which could result in any liability, cost or
expense to Landlord or Lender or any other owner or occupier of the Leased
Premises, or which could result in a creation of a lien on the Leased Premises
under any Environmental Law, or (e) any violation of or noncompliance
with any Environmental Law.


 


“Equipment”
shall mean the Equipment as defined in Paragraph 1.


 


5

















 


“Event
of Default” shall mean an Event of Default as defined in Paragraph 22(a).


 


“FMRV”
shall mean the fair market rental value of the Leased Premises as of the first
day of the relevant Renewal Term as determined in accordance with the procedure
specified in Paragraph 29.


 


“Federal
Funds” shall mean federal or other immediately available funds which at the
time of payment are legal tender for the payment of public and private debts in
the United States of America.


 


“Governing
Documents” shall mean the Governing Documents as defined in Paragraph 4(c) hereof.


 


“Ground
Lease” shall mean that certain Agreement of Lease with
respect to the Land and Building of which the Leased Premises is a part, by and
between New York Times Building LLC and 42nd St.
Development Project, Inc., a subsidiary of New York State Urban
Development Corporation d/b/a Empire State Development Corporation (“ESDC”),
a corporate governmental agency of the State of New York constituting a
political subdivision and public benefit corporation, dated as of December 12,
2001, as amended by letter dated April 18, 2004, and as otherwise
heretofore amended, restated or assigned and as hereafter amended from time to
time.


 


“Guarantor”
shall mean, collectively, (i) The New York Times Company, a New York
corporation and (ii) The New York Times Sales Company, a Massachusetts
business trust.


 


“Guaranty”
shall mean the Guaranty and Suretyship Agreement dated as of the date hereof
from Guarantor to Landlord guaranteeing the payment and performance by Tenant
of all of Tenant’s obligations under the Lease.


 


“Hazardous
Activity” means any activity, process, procedure or undertaking which directly
or indirectly (a) procures, generates or creates any Hazardous Substance; (b) causes
or results in (or threatens to cause or result in) the release, seepage, spill,
leak, flow, discharge or emission of any Hazardous Substance into the
environment (including the air, ground water, watercourses or water systems), (c) involves
the containment or storage of any Hazardous Substance; or (d) would
cause the Leased Premises or any portion thereof to become a hazardous waste
treatment, recycling, reclamation, processing, storage or disposal facility
within the meaning of any Environmental Law.


 


“Hazardous
Condition” means any condition which would support any claim or liability under
any Environmental Law, including the presence of underground storage tanks.


 


“Hazardous
Substance” means (i) any substance, material, product, petroleum,
petroleum product, derivative, compound or mixture, mineral (including
asbestos), chemical, gas, medical waste, or other pollutant, in each case
whether naturally occurring, man-made or the by-product of any process, that is
toxic, harmful or hazardous or acutely hazardous to the environment or public
health or safety or (ii) any substance supporting a claim under any
Environmental Law, whether or not defined as hazardous as such under any
Environmental Law.  Hazardous Substances
include, without limitation, any toxic or hazardous waste, pollutant,
contaminant, industrial waste, petroleum or petroleum-derived substances or
waste, radon, radioactive materials, asbestos, asbestos containing materials, microbial matter (including but not
limited to mold, mildew and other fungi or bacterial matter which reproduces
through the release 


 


6

















 


of spores or the
splitting of cells), urea formaldehyde foam
insulation, lead and polychlorinated biphenyls.


 


“Impositions”
shall mean the Impositions as defined in Paragraph 9(a).


 


“Improvements”
shall mean the Improvements as defined in Paragraph 1.


 


“Indemnitee”
shall mean an Indemnitee as defined in Paragraph 15.


 


“Insurance
Requirements” shall mean the requirements of all insurance policies required to
be maintained in accordance with this Lease.


 


“Landlord
Mortgage” shall mean that certain Wrap-Around Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing dated as of the date hereof, by and among
Tenant, as Mortgagor, and ESDC and Landlord, as co-Mortgagees, as security, for
the performance of Tenant’s obligations under this Lease, as same may be
hereafter amended, modified, supplemented, assigned or consolidated.


 


“Law”
shall mean any constitution, statute, rule of law, code, ordinance, order,
judgment, decree, injunction, rule, regulation, policy, requirement or
administrative or judicial determination, even if unforeseen or extraordinary,
of every duly constituted governmental authority, court or agency, now or
hereafter enacted or in effect.


 


“Lease”
shall mean this Lease Agreement.


 


“Lease
Year” shall mean, with respect to the first Lease Year, the period commencing
on the Commencement Date and ending at midnight on the last day of the
twelfth (12th) full consecutive calendar month following the month in
which the Commencement Date occurred, and each succeeding twelve (12)
month period during the Term.


 


“Leased
Premises” shall mean the Leased Premises as defined in Paragraph 1.


 


“Legal
Requirements” shall mean the requirements of all present and future Laws
(including but not limited to Environmental Laws and Laws relating to
accessibility to, usability by, and discrimination against, disabled
individuals) and all covenants, restrictions and conditions now or hereafter of
record which may be applicable to Tenant or to any of the Leased Premises, or
to the use, manner of use, occupancy, possession, operation, maintenance,
alteration, repair or restoration of any of the Leased Premises, even if
compliance therewith necessitates structural changes or improvements or results
in interference with the use or enjoyment of any of the Leased Premises or
requires Tenant to carry insurance other than as required by this Lease.


 


“Lender”
shall mean any Person (and its respective successors and assigns) which may, on
or after the date hereof, make a Loan to Landlord or be the holder of a Note.


 


“Letter
of Credit” shall have the meaning set forth in Paragraph 37 hereof


 


“Limited
Remedy Default” shall have the meaning set forth in Paragraph 22(c) hereof.


 


7
















 


“Loan”
shall mean any loan made by one or more Lenders to Landlord, which loan is
secured by a Mortgage and an Assignment and evidenced by a Note, but shall not
include the Security Documents.


 


“Monetary
Obligations” shall mean Rent and all other sums payable by Tenant under this
Lease to Landlord, to any third party on behalf of Landlord or to any
Indemnitee.


 


“Moody’s”
shall mean Moody’s Investor Services, Inc.


 


“Mortgage”
shall mean any mortgage, deed of trust or other security instrument from
Landlord to a Lender which (a) encumbers any of the Leased Premises or
Landlord’s interest therein and (b) secures Landlord’s obligation to repay
a Loan, as the same may be amended, supplemented or modified.


 


“Net
Award” shall mean (a) the entire award payable to Landlord or Lender by
reason of a Condemnation whether pursuant to a judgment or by agreement or
otherwise, or (b) the entire proceeds of any insurance required under
clauses (i), (ii) (to the extent payable to Landlord or Lender),
(iv), (v) or (vi) of Paragraph 16(a), as the case may be,
less any expenses incurred by Landlord and Lender in collecting such award or
proceeds.


 


“Note”
shall mean any promissory note evidencing Landlord’s obligation to repay a
Loan, as the same may be amended, supplemented or modified.


 


“NYTC
Board” shall mean the five (5) member Board of Managers of the Unit
established by the terms of the Declaration and By-Laws.


 


“Option
Exercise Notice” shall mean Option Exercise Notice as defined in Paragraph 34.


 


“Option
Lapse Date” shall mean, as applicable, (A) with respect to Tenant’s
obligation to deliver the Beneficial Transfer Documents and Landlord’s ability
to exercise its remedy in the case of a Limited Remedy Default under Paragraph
22(c): (i) the last day that Tenant could have timely delivered the Option
Notice to Landlord under the terms of Paragraph 34(a), if Tenant fails to so
timely deliver said Option Notice pursuant to Paragraph 34(a) hereof; time being of the essence with respect to such date or (ii) the
Purchase Date, if Tenant does timely deliver the Option Notice Pursuant to
Paragraph 34(a) hereof, but thereafter Tenant defaults in its obligation
to close on the Purchase Option on the Purchase Date pursuant to Paragraph 20
hereof; time being of the essence with respect to such
date, and (B) with respect to the application of the term “Option
Lapse Date” under all other provisions of this Lease, including, without
limitation, Paragraphs 9, 15, 16(b), 18, 22(a), 23, 31(b), 33, and 34, the
earlier to occur of (i) the date that Tenant actually delivers the
Beneficial Transfer Documents to Landlord or (ii) the date that Landlord
forecloses upon Tenant’s beneficial interest in the Leased Premises.


 


“Option
Price” shall mean an amount equal to (i) $250,000,000.00, plus (ii) the
applicable Prepayment Premium which Landlord will be required to pay in
prepaying any Loan with the proceeds of the Option Price, if, under the
circumstances, Tenant is required to pay such Prepayment Premium under the
terms of this Lease (as more particularly set forth in Paragraphs 31(b) and
34(a) hereof).


 


“Partial
Casualty” shall mean any Casualty which does not constitute a Termination
Event.


 


8

















 


“Partial
Condemnation” shall mean any Condemnation which does not constitute a
Termination Event.


 


“Permitted
Encumbrances” shall mean (i) the WPC II Mortgage and (ii) those
covenants, restrictions, reservations, liens, conditions and easements and
other encumbrances, other than any Mortgage or Assignment, listed on Exhibit “C”
hereto (but such listing shall not be deemed to revive any such encumbrances
that have expired or terminated or are otherwise invalid or unenforceable).


 


“Person”
shall mean an individual, partnership, limited liability company, association,
corporation or other entity.


 


“Prepayment Premium”
shall mean any payment required to be made by Landlord to a Lender under a Note
or any other document evidencing or securing a Loan (other than payments of
principal and/or interest which Landlord is required to make under a Note or a
Mortgage) solely by reason of any prepayment or defeasance by Landlord of any
principal due under a Note or Mortgage, and which may without limitation take
the form of (a) a “make whole” or yield maintenance clause requiring a
prepayment premium or (b) a defeasance payment (such defeasance
payment to be an amount equal to the positive difference between (i) the
total amount required to defease a Loan and (ii) the outstanding
principal balance of the Loan as of the date of such defeasance plus reasonable
Costs of Landlord and Lender or (c) “breakage costs” or (d) any
combination of clauses (a), (b) and (c) above.


 


“Present
Value” of any amount shall mean such amount discounted by a rate per annum
which is the lower of (a) the Prime Rate at the time such present value is
determined or (b) six percent (6%) per annum.


 


“Prime
Rate” shall mean the annual interest rate as published, from time to time, in The
Wall Street Journal as the “Prime Rate” in its column entitled “Money Rate”.  The Prime Rate may not be the lowest rate of
interest charged by any “large U.S. 
money center commercial banks” and Landlord makes no representations or
warranties to that effect.  In the event The
Wall Street Journal ceases publication or ceases to publish the “Prime Rate”
as described above, the Prime Rate shall be the average per annum discount rate
(the “Discount Rate”) on ninety-one (91) day bills (“Treasury
Bills”) issued from time to time by the United States Treasury at its most
recent auction, plus three hundred (300) basis points.  If no such 91-day Treasury Bills are then
being issued, the Discount Rate shall be the discount rate on Treasury Bills
then being issued for the period of time closest to ninety-one (91) days.


 


“Renewal
Term” shall mean Renewal Term as defined in Paragraph 5.


 


“Rent”
shall mean, collectively, Basic Rent, Additional Rent and Supplemental Rent, if
any.


 


“Requisition”
shall mean any temporary requisition or confiscation of the use or occupancy of
any of the Leased Premises by any governmental authority, civil or military,
whether pursuant to an agreement with such governmental authority in settlement
of or under threat of any such requisition or confiscation, or otherwise.


 


“S&P”
shall mean Standard and Poor’s Corporation.


 


“Security
Documents” shall mean collectively, (i) the Landlord Mortgage, and (ii) the
Assignment of Severance Lease.


 


“Security
Deposit” shall have the meaning set forth in Paragraph 37 hereof


 


9

















 


“Severance
Lease” shall mean that certain Agreement of Sublease (NYC) dated as of
December 12, 2001 by and between New York Times Building LLC (“NYTB”),
as landlord, and NYT Real Estate Company LLC, as tenant, a memorandum of which
was recorded October 24, 2003 as CRFN 2003000433125 in the Office of the
City Register (the “Initial NYTC Sublease”), which Initial NYTC Sublease
was amended by First Amendment to Agreement of Sublease (NYT) dated as of August 15,
2006 between landlord and tenant and recorded in the Office of the City
Register of the City of New York on November 20, 2006 as CRFN
2006000644735 (the “First Amendment”) and by Second Amendment to
Agreement of Sublease (NYT) (the “Second Amendment”) dated as of January 29,
2007 between landlord and tenant and recorded in the Office of the City
Register of the City of New York on February 22, 2007 as CRFN
2007000100157 and as amended by Third Amendment to Agreement of Sublease (NYT)
(the “Third Amendment”), dated as of March       ,
2009 between landlord and tenant, as same may be further amended from time to
time.  Pursuant to that certain
Assignment and Assumption Agreement, dated as of August 15, 2006, and recorded in the
Office of the City Register of the City of New York on November 20, 2006
as CRFN 200600644732, NYTB assigned to 42nd Street Development Project, Inc. (“42DP”)
all of its right, title and interest, as landlord, in and to the Severance
Lease.


 


“State”
shall mean the State of New York.


 


“Subsidiary(ies)” of a
Person means a corporation, partnership, limited liability company, or other
entity in which that Person directly or indirectly owns or controls the shares
of stock or other equity interests having ordinary voting power to elect a
majority of the board of directors (or appoint other comparable managers) of
such corporation, partnership, limited liability company, or other entity.


 


“Surviving
Obligations” shall mean any obligations of Tenant under this Lease, actual or
contingent, which arise on or prior to the expiration or prior termination of
this Lease or which survive such expiration or termination by their own terms.


 


“Taking”
shall mean (a) any taking or damaging of all or a portion of any of the
Leased Premises (i) in or by condemnation or other eminent domain
proceedings pursuant to any Law, general or special, or (ii) by
reason of any agreement with any condemnor in settlement of or under threat of
any such condemnation or other eminent domain proceeding, or (iii) by
any other means, or (b) any de facto condemnation.  The Taking shall be considered to have taken
place as of the later of the date actual physical possession is taken by the
condemnor, or the date on which the right to compensation and damages accrues
under the law applicable to the Leased Premises.


 


“Tenant Group” shall mean
The New York Times Company and its Subsidiaries
if and for so long as each such Person shall be part of the group for the
purpose of reporting financial positions and results on a consolidated basis.


 


“Tenant’s
Personal Property” shall mean all furniture, furnishings equipment and other
personal property of Tenant, which includes, without limitation, inventory,
racking, shelving, cabling, antennae, machinery, communication equipment, data
cabinets, lockers, plug-in light fixtures, storage racks, trash compactors,
signs, desks, movable partitions, vending machines, computer software and
hardware, removable trade fixtures and equipment, even if bolted or otherwise
affixed to the floors, including, without limitation, telecommunication
switches, in each case, as now or may hereafter exist in or on any of the
Improvements and any other personal property owned by Tenant or a sublessee of
Tenant or other occupant of the Leased Premises; provided that in no case shall
Tenant’s Personal Property  include
fixtures or built-in heating, ventilating, air-conditioning, and electrical
equipment (including power panels) to be utilized in connection with the
operation of the Leased Premises.


 


10

















 


“Term”
shall mean the Term as defined in Paragraph 5.


 


“Termination
Date” shall mean Termination Date as defined in Paragraph 18.


 


“Termination
Event” shall mean a Termination Event as defined in Paragraph 18.


 


“Termination
Notice” shall mean Termination Notice as defined in Paragraph 18(a).


 


“Threshold
Amount” shall mean, (i) with respect to Paragraph 4(c), $10,000,000; (ii) with
respect to Paragraph 10(d), $5,000,0000; (iii) with respect to Paragraph
13(a), $5,000,000; and (iv) with respect to Paragraphs 17 and 19,
$5,000,0000;  provided that the Threshold
Amount shall be increased, effective as of each Basic Rent Adjustment Date, by
the increase in the CPI over the prior Lease Year.


 


“True
Assignment” shall mean an assignment of the Severance Lease from Tenant to
Landlord, substantially  in the form
annexed hereto as Exhibit “I”, which shall expressly provide that
it is intended to and shall be deemed for all purposes to transfer all of
Tenant’s right, title and beneficial interest in the Leased Premises to
Landlord in consideration of Tenants’ failure to pay the Option Price and not
merely as a part of a financing transaction.


 


“Warranties”
shall mean Warranties as defined in Paragraph 3(d).


 


“WPC
II Mortgage” shall mean that certain Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing dated as March     ,
2009, by and between Tenant, as Mortgagor, and 620 Eighth Lender NYT (NY)
Limited Partnership as Mortgagee, as security for the repayment of a promissory
note in the original principal amount of $175,000,000.00, as same may be
hereafter amended, modified, supplemented, restated, assigned, split, wrapped
or consolidated.


 


“Work”
shall mean Work as defined in Paragraph 13(b).


 


3.             Title and Condition.


 


(a)           The Leased Premises
are demised and let subject to (i) the Ground Lease and the Severance
Lease (and all matters of record as to which the Ground Lease and the Severance
Lease are subject), (ii) the Condominium Documents in effect as of the
Commencement Date and any amendments, supplements or modifications thereto made
in accordance with the terms thereof and permitted under the terms of this
Lease, (iii) the rights of any Persons in possession of the Leased
Premises, (iv) the existing state of title of any of the Leased Premises,
including any Permitted Encumbrances, (v) any state of facts which an
accurate survey or physical inspection of the Leased Premises might show, (vi) all
Legal Requirements, including any existing violation of any thereof, and (vii) the
condition of the Leased Premises as of the commencement of the Term, without
representation or warranty by Landlord.


 


(b)           Tenant acknowledges
that it and/or its Affiliates have been in legal possession and continuous
physical occupancy of the Leased Premises immediately prior to the 


 


11

















 


date of this Lease and that the Leased Premises
is in good condition and repair at the inception of this Lease and satisfactory
to Tenant for its intended use in all respects. 
LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED
PREMISES AS IS.  TENANT
ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY
OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO
HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO
ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS
FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY
DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE
WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION,
(x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION,
(xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY
HAZARDOUS SUBSTANCE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR
(xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT;
AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT.  TENANT ACKNOWLEDGES THAT THE LEASED PREMISES
IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES HAS
BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT.  IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN
ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LANDLORD
SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT).  THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE
BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF
ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE
LEASED PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY
OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.


 


(c)           Tenant represents
to Landlord that Tenant has examined the title to the Leased Premises prior to
the execution and delivery of this Lease and has found the same to be
satisfactory for the purposes contemplated hereby.  Tenant acknowledges that (i) title to
the Leased Premises under the Condominium Documents is in Landlord and, except
as provided in Paragraphs 34 and 35 hereof with respect to an option to
purchase the Leased Premises, that Tenant has only the leasehold right of
possession and use of the Leased Premises as provided for in this Lease, (ii) the
Improvements conform to all material Legal Requirements and all Insurance
Requirements, (iii) all easements necessary or appropriate for the use or
operation of the Leased Premises have been obtained, (iv) all contractors
and subcontractors who have performed work on or supplied materials to the
Leased Premises have been fully paid, and all materials and supplies have been
fully paid for, except for immaterial work or supplies which are in progress or
contemplated and will not have a material adverse effect on the ability of
Tenant to conduct its normal business operations at the Leased Premises, (v) the
Improvements have been fully completed in all material respects in a
workmanlike manner of first class quality, and (vi) all Equipment
necessary or appropriate for the use or operation of the Leased Premises has
been installed and is presently fully operative in all material respects.


 


12

















 


(d)           Landlord hereby
assigns to Tenant, without recourse or warranty whatsoever, all assignable
warranties, guaranties, indemnities and similar rights (collectively, “Warranties”)
which Landlord may have against any manufacturer, seller, engineer, contractor
or builder in respect of any of the Leased Premises.  Such assignment shall remain in effect until
the expiration or earlier termination of this Lease, whereupon such assignment
shall cease and all of the Warranties shall automatically revert to Landlord
(provided that in confirmation of such reversion Tenant shall execute and
deliver promptly any certificate or other document reasonably required by
Landlord).  So long as no Event of
Default has occurred and is then continuing, Tenant shall be entitled to have
the full benefit of, full recourse to, and the right to enforce, the Warranties
in accordance with their respective terms, and Tenant shall use commercially
reasonable efforts to enforce same.  Upon
the occurrence and during the continuance of an Event of Default Landlord shall
have the right, at its option, to revoke such assignment and retain the right
to enforce any such Warranties.


 


4.             Use of Leased Premises; Quiet Enjoyment.


 


(a)           Tenant may occupy
and use the Leased Premises for general, executive and administrative offices
and uses incidental and ancillary thereto consistent with use as a headquarters
facility in a high-rise first-class office building in midtown Manhattan and,
in each case, permitted under the Condominium Documents, the Ground Lease, the
Severance Lease and applicable Laws, and for no other purpose without the prior
written consent of Landlord, and, if required, the Condominium Board.  Tenant shall not use or occupy or permit any
of the Leased Premises to be used or occupied for any retail use (except for
the use of the ground floor to the extent under applicable Law), for the uses
permitted and/or required thereof under the terms of the Severance Lease.  Further, Tenant shall not use or occupy or
permit any of the Leased Premises to be used or occupied, or do or permit
anything to be done in or on any of the Leased Premises, in a manner which
would or might (i) violate any Law, Legal Requirement or Permitted
Encumbrance, (ii) make void or voidable or cause any insurer to cancel any
insurance required by this Lease, or make it difficult or impossible to obtain
any such insurance at commercially reasonable rates, (iii) make void or
voidable, cancel or cause to be cancelled or release any of the Warranties, (iv) cause
structural injury to any of the Improvements, (v) constitute a public or
private nuisance or waste or (vi) violate the provisions of the
Condominium Documents or the Severance Lease.


 


(b)           Subject to the provisions
hereof, so long as no Event of Default has occurred and is continuing, Tenant
shall quietly hold, occupy and enjoy the Leased Premises throughout the Term,
without any hindrance, ejection or molestation by Landlord with respect to
matters that arise after the date hereof, provided that Landlord or its agents
may enter upon and examine any of the Leased Premises between the hours of 8:00 a.m.
and 6:00 p.m. on business days (i.e. days other than Saturday, Sunday and
holidays observed by the State or Federal government as legal holidays) as
Landlord may select and upon reasonable advance notice to Tenant (except in the
case of an emergency, in which no notice shall be required) for the purpose of
inspecting the Leased Premises, verifying compliance or non-compliance by
Tenant with its obligations hereunder and the existence or non-existence of an
Event of Default or event which with the passage of time and/or notice would
constitute an Event of Default, showing the Leased Premises to prospective
Lenders and purchasers, making any repairs as to which an Event of 


 


13

















 


Default has occurred and is then continuing under
this Lease, and taking such other action with respect to the Leased Premises as
is permitted by any provision hereof.


 


(c)           Subject to the express terms, conditions and/or
limitations to the contrary contained elsewhere in the Lease, during the Term
of this Lease, so long as no Event of Default has occurred and is then
continuing under this Lease, all rights and options under the Condominium
Documents and the Severance Lease (collectively, the “Governing Documents”)
which may be exercised by the lessee under the Severance Lease and all other
matters relating to the governance of the Condominium shall be exercisable
solely by Tenant in its reasonable business judgment, and Landlord shall take
such steps as are reasonably required to facilitate the exercise of, or
effectuate, such rights or options on behalf of Tenant (provided same is at no
cost to Landlord or Tenant has agreed in writing to reimburse Landlord for such
costs); provided Tenant shall not be permitted, without the express prior
written consent of Landlord (and Lender, if applicable), to take or permit (by
affirmative vote or acquiescence) any action that (i) adversely affects  the estate, priority or perfection of
Landlord’s or Lenders security interest in the Leased Premises or the
Condominium), (ii) would or is likely to cause or permit any lien or
encumbrance upon the fee estate or any leasehold at the Condominium
in which Landlord has an interest (including Tenant’s estate as lessee under
this Lease or the Severance Lease) or for which Landlord or Tenant would or
could be ultimately responsible for repayment, through Condominium Expenses or
otherwise, including the incurrence by the Condominium of any indebtedness,
other than trade debt in the ordinary course of business and provided that
Alterations, which could result in a mechanics liens, are not precluded by this
clause (ii)), (iii) would materially impair the value or utility of
the Building or the Condominium, (iv) constitutes an obligation to
fund or perform capital expenditures for the common elements of the Building
having an aggregate cost in excess of the Threshold Amount (unless same are
required to be funded or performed under the terms of the Governing Documents
or applicable Laws), (v)  constitutes a change in zoning or use
classification or the status of the Leased Premises or the Building as a valid
leasehold condominium under the Condominium Act, (vi) subordinates
or subjects Landlord’s, Lender’s or Tenant’s interest in the Condominium
to any other party or to any agreement not in effect as of the date of this
Lease, (vii) requires or obligates Landlord to grant or
recognize non-disturbance rights to any party other than as expressly provided
for in this Lease, (viii) in Landlord’s reasonable determination,
constitutes a violation of any Legal Requirement or the terms of Section 3.1
of the Severance Lease with respect to PILOT, (ix) constitutes a
subdivision of any of the condominium units or tax lots comprising the Leases
Premises, or (x) impairs or violates the single purpose, bankruptcy remote
status of Tenant; it being agreed that, subject to the foregoing and without
limiting the provisions of the first sentence of this Paragraph 4(c), and so
long as no Event of Default has occurred and is then continuing under this
Lease, Landlord hereby grants Tenant the right to elect (or to
designate the applicable individuals, if the Governing Documents provide that
such election is to be made by Landlord) the applicable members to the
Condominium Board and the NYTC Board, to approve operating expense budgets for
the Condominium that do not exceed the prior year’s budget by more than 3%
(exclusive of uncontrollable cost increases such as fuel and utilities
passed through by the provider thereof and costs required under the Severance
Lease or applicable Laws), and to exercise expansion options or rights of first
offer or refusal available to the lessee under the Severance Lease without
Landlord’s consent, so long as such rights are not actually exercised in the
name of Tenant.  All revenues and credits
accruing under the Governing Documents to the owner of the Leased Premises or
the lessee under the Severance Lease shall be 


 


14

















 


paid or credited to the Tenant.  Notwithstanding anything contained herein to
the contrary, without the express prior written consent of Landlord and Lender,
if applicable, in their sole discretion, in no event shall Tenant be permitted
to (i) take or suffer (or permit the Condominium Board or the NYTC Board
to take or suffer) any action which would or is likely to result in the
extinguishment or merger of any fee or leasehold estate in effect on the
Commencement Date as a part of the Condominium regime and/or PILOT structure or
the termination of the condominium regime of which the Leased Premises is a
part (except in connection with and as permitted under Paragraph 18 hereof in
connection with a Termination Event), (ii) modify the terms of the
Declaration or any other Governing Document to increase or decrease the
percentage interest of or use of the common elements of the Condominium
attributable to the Leased Premises or the limited common elements constituting
a part of the Leased Premises, (iii) sell, transfer, assign or diminish
any representative member’s seat on the Condominium Board or the NYTC Board or
any voting rights attendant thereto, (iv) enter into any proxy or other
voting agreement that delegates a board member’s voting rights under the
Governing Documents to any other Person (including any other member of the
Condominium Board, unless such Person is another board member designated by
Tenant hereunder or by Landlord under the Severance Lease), or (v) exercise
any voting rights as the Unit owner or member of the Condominium Board or
designate any person to act a board member at any time while an Event of
Default hereunder exists, in which event any and all such rights shall
automatically revert to Landlord during the existence of such Event of Default.


 


(d)           Notwithstanding (i) the provisions
of this Paragraph 4 above to the contrary, but subject to the limitations and
restrictions therein as to acts permitted to be taken by Tenant, (ii) any
failure by 42DP to recognize Landlord as “Recognized Mortgagee” under the
Severance Lease and to consent to Landlord as the lessee thereunder, Tenant
covenants and agrees that as between Landlord and Tenant it shall be and remain
primarily responsible for, and shall timely pay and perform, all of obligations
of the lessee under the Severance Lease as if Tenant were the NYTC Unit Owner
under the Governing Documents unaffected by the Transaction Documents, and any
default under the Severance Lease shall constitute a material default under
this Lease.  Notwithstanding anything to
the contrary contained in this Lease, if Tenant shall fail to pay or perform
any obligation under the Severance Lease, (including, without limitation, the
failure to pay any “Charges” as defined therein) and such default remains
uncured as of the expiration of the applicable cure period provided for in the
Severance Lease under a “First Default Notice” issued by 42DP with respect to
such default, then Landlord shall have the right, upon one (1) business
day’s notice to Tenant to pay any such Charges or take any other action (including
the procurement of insurance) necessary or appropriate to cure such default
under the Severance Lease, and all costs and expenses paid or incurred by
Landlord in connection with such cure shall constitute Additional Rent under
this Lease and shall be immediately due and payable upon written demand
therefor by Landlord to Tenant.


 


5.             Term.


 


(a)           Subject to the
provisions hereof, Tenant shall have and hold the Leased Premises for an
initial term (such term, as extended or renewed in accordance with the provisions
hereof, being called the “Term”) commencing on the date hereof (the “Commencement
Date”) and ending at 11:59 p.m. (EST) on March 31, 2024 (the “Expiration



 


15

















 


Date”), unless this Lease is sooner terminated
in accordance with the express provisions hereof or applicable Law.


 


(b)           Provided that if,
on or prior to the Expiration Date or any other Renewal Date (as hereinafter
defined) this Lease shall not have expired or have been terminated pursuant to
any provision hereof, then Tenant shall have the option to extend the Term of
this Lease on the Expiration Date and on the tenth (10th) and fifteenth (15th) anniversaries of
the Expiration Date (the Expiration Date and each such anniversary being a
referred to herein as a “Renewal Date”), for an additional period of ten
(10) years, with respect to the first renewal option, and five (5) years
each with respect to the second and third renewal options (each such extension,
a “Renewal Term”).  Each
applicable Renewal Term shall be exercisable by Tenant only by delivering
written notice to Landlord in the form attached hereto as Exhibit “F”
at least twelve (12) months prior to the next Renewal Date that Tenant is
electing to extend the Term of this Lease (in whole or in part and, if in part,
identifying all floors to be renewed) as of the next Renewal Date for the
applicable Renewal Term; time being of the essence
with respect to the giving of such written notice.  Such notice by Tenant hereunder
shall be irrevocable and the parties shall be thereafter bound to determine
FMRV for the applicable Renewal Term in accordance with Paragraph 29 hereof.  Any such extension
of the Term shall be subject to all of the provisions of this Lease, as the
same may be amended, supplemented or modified by subsequent written agreement
executed by and between Landlord and Tenant (except that Tenant shall not have
the right to any additional Renewal Terms other than as aforesaid).


 


(c)           In addition to Tenant’s option to extend the Term of this Lease with
respect to the entirety of the Leased Premises, Tenant shall have the option
to extend the term of this Lease with respect to only a portion of the Leased
Premises by notice given in accordance with Paragraph 5(b) above, provided
that (i) any partial extension of the Term must be with respect to full
floors increments only of the Building, (ii) any partial extension of the
Term must include all floors constituting “special purpose real estate” (i.e.
real estate that is not then configured for general, executive, and
administrative office use, such as the Cellar Space, the floors housing the
auditorium and related lobby and gallery space that is designated under the
terms of Severance Lease for use as public amenity space (the “SPU Areas”),
the cafeteria areas (Floors 14 and 15) and editorial floors (Floors 2, 3 and
4), and any other floor or floors containing so-called “specialty alterations”
(i.e., raised flooring, vented kitchens areas, vaults, slab penetrations for
internal stairways or mezzanine areas, or other improvements, in any case,
installed by Tenant after the date of this Lease and that will or are likely to
result in a material incremental increase in demolition costs to Landlord; any
of the foregoing, “Specialty Alterations”) (collectively, such clause (ii) floors,
the “Must-Take Floors”), (iii) shall not include any floor or
floors housing the major mechanical rooms or equipment for the operation of
Unit without Landlord’s approval, in its sole discretion, and (iv) all
renewed floors containing generic office space must be contiguous to each other
and to the extent practicable contiguous to the Must Take Floors, and must be
selected by Tenant starting with the lowest full floor first and then moving up.  Notwithstanding the foregoing, provided that
Tenant removes any Specialty Alterations described in clause (ii) above at or prior to the
end of the Term,  then such applicable
floor or floors shall not constitute Must-Take Floors.


 


(d)           If Tenant fails to
timely exercise its option to extend or further extend the Term, or elects to
extend the Term of this Lease with respect to only a portion of the 


 


16

















 


Leased Premises as provided above, or if an Event
of Default occurs and is then continuing, then Landlord shall have the right
during the remainder of the Term then in effect and, in any event, Landlord
shall have the right during the last year of the Term, to publicly advertise or
list the availability of the Leased Premises or the applicable floors not being
extended, as the case may be, for sale or reletting.


 


6.             Basic Rent.  Tenant shall
pay to Landlord, as annual rent for the Leased Premises during the Term, the
amounts determined in accordance with Exhibit “D” hereto (“Basic
Rent”), payable in advance for the next calendar month, commencing on the
twenty-fifth (25th) day of the first month following the
date hereof and continuing on the same day of each month thereafter during the
Term  which shall be payable as set forth in
said Exhibit “D”.  The date
that each payment of Basic Rent is due is hereinafter referred to as a “Basic
Rent Payment Date”.  Each such
payment of Basic Rent shall be made in Federal Funds on each Basic Rent Payment
Date to Landlord and/or to such one or more other Persons (including directly
to a Lender under a cash management system, lock box account, or otherwise),
pursuant to wire transfer instructions delivered to Tenant from time to time at
such addresses and in such proportions as Landlord may direct by fifteen (15)
days’ prior written notice to Tenant (in which event Tenant shall give Landlord
notice of each such payment concurrent with the making thereof); provided
further, if the WPC II Mortgage is assigned to a Lender or Landlord otherwise
enters into a Loan, then Tenant shall have the right, upon at least
fifteen (15) days’ prior written notice to Landlord, to voluntarily pay a
portion of the Basic Rent sufficient to satisfy the monthly debt service under
said Loan directly to such Lender (in which event Tenant shall give Landlord
notice of each such payment concurrent with the making thereof).


 


7.             Additional Rent.


 


(a)           Tenant shall pay
and discharge, as additional rent (collectively, “Additional Rent”):


 


(i)            except as otherwise
specifically provided herein, all costs and expenses of Tenant, Landlord and
any other Persons specifically referenced herein which are incurred in
connection or associated with (A) the ownership, use, non-use, occupancy,
monitoring, possession, operation, condition, design, construction,
maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the
performance of any of Tenant’s obligations under this Lease, (C) any sale
or other transfer of any of the Leased Premises to Tenant under this Lease or
any Affiliate or designee of Tenant including any conveyance of the Leased
Premises in accordance with Paragraph 20 hereof, (D) any Condemnation
proceedings, (E) the adjustment, settlement or compromise of any insurance
claims involving or arising from any of the Leased Premises, (F) the
prosecution, defense or settlement of any litigation involving or arising from
any of the Leased Premises, this Lease, or the sale of the Leased Premises to
Landlord, (G) the exercise or enforcement by Landlord, its successors and assigns,
of any of its rights under this Lease, (H) any amendment to or
modification or termination of this Lease made at the request of Tenant, (I) Costs
of Landlord’s counsel and reasonable internal Costs of Landlord incurred in
connection with any act undertaken by Landlord (or its counsel) at the request
of Tenant, any act of Landlord performed on behalf of Tenant or the review and
monitoring of compliance by Tenant with the terms of this Lease following an
Event of Default hereunder, (J) all Condominium Expenses, (K) all
fees and costs (including any late fees or 


 


17

















 


default interest due) incurred or payable under
or associated with the Condominium, the Condominium Documents, the Severance
Lease or the Ground Lease, or any compliance with any of the foregoing, (L) all
Costs associated with the delivery of the Beneficial Transfer Documents,
including reasonable attorney’s fees and all transfer taxes payable with
respect to the recording of the True Assignment, and (M) any other items
specifically required to be paid by Tenant under this Lease;


 


(ii)           Intentionally
Omitted;


 


(iii)          a sum equal to any additional sums (including any late
charge in excess of the amount payable under clause (ii) above for
that portion of the Basic Rent paid to the Lender as scheduled installments of
principal and interest, default penalties, interest in excess of amounts
payable under clause (iv) below for that portion of the Basic Rent
paid to the Lender as scheduled installments of principal and interest, and
fees of Lender’s counsel) which are payable by Landlord to any Lender under any
Note by reason of Tenant’s late payment or non-payment of Basic Rent or by
reason of an Event of Default; and


 


(iv)          interest at the
rate (the “Default Rate”) of five percent (5%) over the Prime Rate
per annum on the following sums until paid in full: (A) all overdue
installments of Basic Rent from the respective due dates thereof, (B) all
overdue amounts of Additional Rent relating to obligations which Landlord shall
have paid on behalf of Tenant, from the date of payment thereof by
Landlord, and (C) all other overdue amounts of Additional Rent, from
the date when any such amount becomes overdue.


 


(b)           Tenant shall pay
and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when
the same shall become due, provided that amounts which are billed to Landlord
or any third party, but not to Tenant, shall be paid within ten (10) business
days after Landlord’s demand for payment thereof, and (ii) any other
Additional Rent, within ten (10) business days after Landlord’s demand for
payment thereof.


 


(c)           In no event shall
amounts payable under Paragraph 7(a)(ii), (iii) and (iv) or
elsewhere in this Lease exceed the maximum amount permitted by applicable Law.


 


8.             Net Lease; Non-Terminability.


 


(a)           This is a net lease
and all Monetary Obligations shall be paid without notice or demand (except as
otherwise expressly provided herein to the contrary) and without set-off,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction or defense (collectively, a “Set-Off”).


 


(b)           Except as otherwise
expressly provided herein to the contrary, this Lease and the rights of
Landlord and the obligations of Tenant hereunder shall not be affected by any
event or for any reason or cause whatsoever foreseen or unforeseen.


 


(c)           The obligations of
Tenant hereunder shall be separate and independent covenants and agreements,
all Monetary Obligations shall continue to be payable in all events (or, in
lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of
Tenant hereunder shall continue unaffected unless the requirement to pay or
perform the same 


 


18

















 


shall have been terminated pursuant to an express
provision of this Lease.  The obligation
to pay Rent or amounts equal thereto shall not be affected by any collection of
rents by any governmental body pursuant to a tax lien or otherwise, even though
such obligation results in a double payment of Rent.  All Rent payable by Tenant hereunder shall
constitute “rent” for all purposes (including Section 502(b)(6) of
the Federal Bankruptcy Code).


 


(d)           Except as otherwise
expressly provided herein, Tenant shall have no right and hereby waives all
rights which it may have under any Law (i) to quit, terminate or surrender
this Lease or any of the Leased Premises, or (ii) to any Set-Off of
any Monetary Obligations.


 


9.             Payment of Impositions.


 


(a)           Tenant shall,
before interest or penalties are due thereon, pay and discharge all taxes
(including real and personal property, franchise, sales, use, gross receipts
and rent taxes and/or all payments in lieu thereof (“PILOT”), all
charges for any easement or agreement maintained for the benefit of any of the
Leased Premises, all assessments and levies, all permit, inspection and license
fees, all rents and charges for water, sewer, utility and communication
services relating to any of the Leased Premises, all ground rents and all other
public charges whether of a like or different nature, even if unforeseen or
extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s
leasehold interest in the Leased Premises, (iii) any of the Leased
Premises, (iv) Landlord as a result of or arising in respect of the
acquisition, ownership, occupancy, leasing, use, possession or sale of any of
the Leased Premises, any activity conducted on any of the Leased Premises, or
the Rent, or (v) any Lender by reason of any Note, Mortgage,
Assignment or other document evidencing or securing a Loan and which (as to
this clause (v)) Landlord has agreed to pay (collectively, the “Impositions”);
provided, that nothing herein shall obligate Tenant to pay (A) income,
excess profits or other taxes of Landlord (or Lender) which are determined on
the basis of Landlord’s (or Lender’s) net income or net worth (unless such
taxes are in lieu of or a substitute for any other tax, assessment or other
charge upon or with respect to the Leased Premises which, if it were in effect,
would be payable by Tenant under the provisions hereof or by the terms of such
tax, assessment or other charge), (B) any estate, inheritance, succession,
gift or similar tax imposed on Landlord or (C) any capital gains tax
imposed on Landlord in connection with the sale of the Leased Premises to any
Person.  Landlord shall have the right to
require Tenant to pay, together with scheduled installments of Basic Rent, the
amount of the gross receipts or rent tax, if any, payable with respect to the
amount of such installment of Basic Rent. 
If any Imposition may be paid in installments without interest or
penalty, Tenant shall have the option to pay such Imposition in installments;
in such event, Tenant shall be liable only for those installments which accrue
or become due and payable during the Term. 
Tenant shall be responsible to obtain all bills for the payment of
Impositions and shall prepare and file all tax reports required by governmental
authorities which relate to the Impositions. 
Tenant shall deliver to Landlord (1) copies of all settlements and
notices pertaining to the Impositions which may be issued by any governmental
authority within ten (10) days after Tenant’s receipt thereof, (2) receipts
for payment of all taxes required to be paid by Tenant hereunder within
thirty (30) days after the due date thereof and (3) receipts for
payment of all other Impositions within ten (10) days after Landlord’s
request therefor.  Nothing contained in
this Paragraph 9 is intended to limit the contest rights of Tenant under
Paragraph 14 hereof, and, from the date hereof through the Option Lapse Date,
so long as 


 


19

















 


no Event of Default has occurred and is then
continuing under this Lease only Tenant shall have the right to protest any
real estate tax, PILOT or assessment or to commence any certiorari proceeding
in connection therewith.


 


(b)           Following the
occurrence of an Event of Default with respect to the timely payment of any
Impositions or insurance premiums, as the case may be, in accordance with the
terms of this Lease or the Condominium Documents, upon the written request of
Landlord, Tenant shall pay into an escrow account controlled by Landlord (or
Lender, as the case may be), funds necessary to pay Escrow Charges (as herein
defined), in such amounts (each an “Escrow Payment”) monthly (or on such
other periodic basis as required by such Lender, but not more often than
monthly) so that there shall be in an escrow account an amount sufficient to
pay the Escrow Charges (as hereinafter defined) as they become due.  As used herein, “Escrow Charges” shall
mean real estate taxes, PILOT, and/or assessments on or with respect to the
Leased Premises and premiums on any insurance required by this Lease;  provided that Escrow Charges for premiums on any insurance
required by this Lease shall not be subject to Escrow Payment hereunder unless
at the time in question Tenant carries a separate policy or has an indentified
premium and coverage limits applicable solely to the Leased Premises.  Landlord shall reasonably determine the
amount of the Escrow Charges (it being agreed that if required by a Lender,
such amounts shall equal any corresponding escrow installments required to be
paid by Landlord) and the amount of each Escrow Payment.  As long as the Escrow Payments are being held
by Landlord the Escrow Payments shall not be commingled with other funds of
Landlord or other Persons and interest thereon shall accrue for the benefit of
Tenant from the date such monies are received and invested until the date such
monies are disbursed to pay Escrow Charges. 
Landlord shall apply the Escrow Payments to the payment of the Escrow
Charges in such order or priority as Landlord shall determine or as required by
Law.  If at any time the Escrow Payments
theretofore paid to Landlord shall be insufficient for the payment of the
Escrow Charges, Tenant, within ten (10) business days after Landlord’s
demand therefor, shall pay the amount of the deficiency to Landlord.


 


10.           Compliance with Laws and Easement
Agreements, Environmental Matters.


 


(a)           Tenant shall, at
its expense, comply with and conform to, and cause the Leased Premises and any
other Person occupying any part of the Leased Premises to comply with and
conform to, all Insurance Requirements and Legal Requirements (including all
applicable Environmental Laws).  Tenant
shall use all commercially reasonable efforts (including casting all
affirmative votes with respect thereto) to cause the Condominium Board and the
NYTC Board to take all action necessary or appropriate to maintain the Unit and
the Condominium as a validly existing condominium under the terms of and in
compliance with the Condominium Act, and shall not allow the Leased Premises to
be or become a part of any other tax lot (except for the tax lots constituting
the Leased Premises in effect on the date hereof), or to be responsible for the
payment of any real estate taxes or assessments attributable to the Land or the
Building (other than the Leased Premises) except for its obligation under the
Declaration to contribute for Condominium Expenses with respect to taxes and
assessments for the common elements of the Building).  Tenant shall not at any time (i) cause,
permit or suffer to occur any Environmental Violation or (ii) permit
any sublessee, assignee or other Person occupying the Leased Premises under or
through Tenant to cause, permit or suffer to occur any Environmental 


 


20

















 


Violation and, at the request of Landlord or
Lender, Tenant shall promptly remediate or undertake any other appropriate
response action to correct any existing Environmental Violation.  Any and all reports prepared for or by
Landlord with respect to the Leased Premises shall be for the sole benefit of
Landlord and Lender and no other Person shall have the right to rely on any
such reports.  The parties acknowledge
that as of the date hereof the Building and the Leased Premises are being
occupied pursuant to a temporary certificate of occupancy (“T/C/O”)
which is schedule to expire on April 9, 2009.  Tenant shall (i) cause the T/C/O to be
renewed or extended as and when required and in no event allow the T/C/O to
lapse, (ii) comply (or cause the Condominium Board to comply) with the
terms of the Severance Lease with respect to obtaining the permanent
certificate of occupancy for the Building, and (iii) use commercially
reasonable efforts to clear any violations or open permits with respect to the
Leased Premises or any other part of the “NYTC Collective Units” (as defined in
the Declaration) in order to permit the permanent certificate of occupancy for
the Building to be issued.  Tenant shall
comply with the “Signage Obligations” provisions in the Severance Lease.


 


(b)           Tenant, at its sole
cost and expense, will at all times promptly and faithfully abide by, discharge
and perform all of the covenants, conditions and agreements contained in any
Easement Agreement on the part of Landlord or the occupier to be kept and
performed thereunder.  Tenant will not
alter, modify, amend or terminate any Easement Agreement, give any consent or
approval thereunder, or enter into any new Easement Agreement without, in each
case, the prior written consent of Landlord.


 


(c)           Upon prior written
notice from Landlord, Tenant shall permit such persons as Landlord may
designate (“Site Reviewers”) to visit the Leased Premises during normal
business hours and in a manner which does not unreasonably interfere with
Tenant’s operations and perform, as agents of Tenant, and to conduct
environmental site investigations and assessments (“Site Assessments”)
on the Leased Premises in any of the following circumstances:  (i) in connection with any sale,
financing or refinancing of the Leased Premises, (ii) within the six month
period prior to the expiration of the Term, (iii) if required by Lender or
the terms of any credit facility to which Landlord is bound, (iv) if an
Event of Default exists, or (v) at any other time that, in the
opinion of Landlord or Lender, a reasonable basis exists to believe that an
Environmental Violation or any condition that could reasonably be expected to
result in any Environmental Violation exists(provided that, with respect to
this clause (v), Landlord shall give Tenant ten (10) days prior written
notice of such opinion prior to causing a Site Assessment to be
performed).  Such Site Assessments may
include both above and below the ground testing for Environmental Violations
and such other tests as may be necessary, in the opinion of the Site Reviewers,
to conduct the Site Assessments.  Tenant
shall supply to the Site Reviewers such historical and operational information
regarding the Leased Premises as may be reasonably requested by the Site
Reviewers to facilitate the Site Assessments, and shall make available for
meetings with the Site Reviewers appropriate personnel having knowledge of such
matters.  The cost of performing and
reporting Site Assessments shall be paid by Tenant under clause (i) above,
if such sale is to Tenant or any Affiliate or designee thereof; under clause (ii) above,
but only one (1) time; and under clauses (iv) and (v) above, but
only if an Environmental Violation is actually discovered and, in all other
instances, the cost of performing and reporting Site Assessments shall be paid
by Landlord.


 


21
















 


(d)           If an Environmental
Violation occurs or is found to exist and, in Landlord’s reasonable judgment,
the cost of remediation of, or other response action with respect to, the same
is likely to exceed the Threshold Amount, Tenant shall provide to Landlord,
within ten (10) days after Landlord’s request therefor, financial
assurances that Tenant has (or that Guarantor will provide) adequate financial
wherewithal to effect such remediation in accordance with applicable
Environmental Laws.  Such financial assurances
may, at the request of Landlord, be a bond or letter of credit reasonably
satisfactory to Landlord in form and substance and in an amount equal to or
greater than Landlord’s reasonable estimate (based upon the report of a
reputable third party contractor), based upon a Site Assessment performed
pursuant to Paragraph 10(c), of the anticipated cost of such remedial
action.


 


(e)           Notwithstanding any
other provision of this Lease, if an Environmental Violation occurs or is found
to exist and the Term would otherwise terminate or expire, then, if the
existence of such Environmental Violation impairs Landlord’s ability to
retenant the Leased Premises in any material respect, at the option of
Landlord, the Term shall be automatically extended beyond the date of
termination or expiration and this Lease shall remain in full force and effect
beyond such date until the earlier to occur of (i) the completion of such
remedial action in accordance with applicable Environmental Laws to the extent
necessary to remove any impairment to Landlord’s ability to retenant the Leased
Premises, or (ii) the date specified in a written notice from
Landlord to Tenant terminating this Lease.


 


(f)            If Tenant fails to
promptly commence to the extent practicable and thereafter diligently pursue to
complete the remediation of any Environmental Violation which occurs or is
found to exist, Landlord shall have the right (but no obligation) to take any
and all actions as Landlord shall deem necessary or advisable in order to cure
such Environmental Violation upon ten (10) days prior written notice to
Tenant.


 


(g)           Tenant shall notify
Landlord promptly after becoming aware of any Environmental Violation (or
alleged Environmental Violation) or noncompliance with any of the covenants
contained in this Paragraph 10 and shall forward to Landlord immediately
upon receipt thereof copies of all orders, reports, notices, permits,
applications or other communications relating to any such violation or
noncompliance.


 


(h)           All future leases,
subleases or concession agreements relating to the Leased Premises entered into
by Tenant shall contain covenants of the other party not to at any time (i) cause
any Environmental Violation to occur or (ii) permit any Person
occupying the Leased Premises through said subtenant or concessionaire to cause
any Environmental Violation to occur.


 


11.           Liens; Recording.


 


(a)           Tenant shall not,
directly or indirectly, create or permit to be created or to remain and shall
promptly discharge or remove any lien, levy or encumbrance on any of the Leased
Premises or on any Rent or any other sums payable by Tenant under this Lease,
other than any Mortgage or Assignment, the Permitted Encumbrances and any
mortgage, lien, encumbrance or other charge created by or resulting solely from
any act or omission of Landlord.  NOTICE
IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR 


 


22

















 


ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO
BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED
PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY
SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF
LANDLORD IN AND TO ANY OF THE LEASED PREMISES. 
LANDLORD MAY AT ANY TIME, AND AT LANDLORD’S REQUEST TENANT SHALL
PROMPTLY, POST ANY NOTICES ON THE LEASED PREMISES REGARDING SUCH NON-LIABILITY
OF LANDLORD.


 


(b)           Tenant shall
execute, deliver and record, file or register (collectively, “record”)
all such instruments as may be required or permitted by any present or future
Law in order to evidence the respective interests of Landlord and Tenant in the
Leased Premises, and shall cause a memorandum of this Lease (or, if such a
memorandum cannot be recorded, this Lease), and any supplement hereto or
thereto, to be recorded in such manner and in such places as may be required or
permitted by any present or future Law in order to protect the validity and
priority of this Lease.


 


12.           Maintenance and Repair.


 


(a)           Tenant shall at all
times maintain the Leased Premises in as good repair and appearance as they are
in on the date hereof and fit to be used for their intended use in accordance
with practices then generally recognized as appropriate for high-rise first—class
office buildings in midtown Manhattan by prudent institutional owners or
operators thereof and, in the case of the Equipment, in as good mechanical
condition as it was on the later of the date hereof or the date of its
installation, ordinary wear and tear excepted and, provided further, that, in
all events, the Leased Premises (including all Improvements and Equipment)
shall be kept and maintained in accordance with the standards and requirements
set forth in the Severance Lease and Condominium Documents.  Tenant shall promptly make all Alterations of
every kind and nature (structural and non-structural), whether foreseen or
unforeseen, which may be necessary or appropriate to keep and maintain the
Leased Premises in compliance with all applicable Legal Requirements and all
Insurance Requirements and to comply with the foregoing requirements of this
Paragraph 12(a), the Severance Lease, and the Condominium Documents.  Landlord shall not be required to make any
Alteration (structural or non-structural), whether foreseen or unforeseen, or
to maintain any of the Leased Premises in any way, and Tenant hereby expressly
waives any right which may be provided for in any Law now or hereafter in
effect to make Alterations at the expense of Landlord or to require Landlord to
make Alterations.  Any Alteration made by
Tenant pursuant to this Paragraph 12 shall be made in conformity with the
provisions of Paragraph 13.


 


(b)           If any Improvement,
now or hereafter constructed, shall (i) encroach upon any setback or any
property, street or right-of-way adjoining the Condominium, or any other unit
of the Condominium, or the common elements of the Condominium, in violation of
applicable Laws or the Condominium Documents, (ii) violate the provisions
of any restrictive covenant affecting the Leased Premises, (iii) hinder or
obstruct any easement or right-of-way to which any of the Leased Premises is
subject or (iv) impair the rights of others in, to or under any of
the foregoing, Tenant shall use commercially reasonable efforts (or shall use
commercially reasonable efforts to cause the Condominium Board to) promptly 


 


23

















 


after receiving a written notice, claim or demand
to cure same, either (A) obtain from all necessary parties waivers or
settlements of all claims, liabilities and damages resulting from each such
encroachment, violation, hindrance, obstruction or impairment, whether the same
shall affect Landlord, Tenant or both, or (B) take such action as
shall be necessary to remove all such encroachments, hindrances or obstructions
and to end all such violations or impairments, including, if necessary, making
Alterations; provided however, that with respect to any Improvements existing
at the Leased Premises as of the date of this Lease (x) the mere existence
of any condition under clauses (i) - (iv) hereinabove shall not by
itself constitute an Event of Default hereunder and (y) Tenant shall not
be required to take the actions required under clauses (A) or (B) hereof
unless (1) Tenant shall have received written notice to take such actions
from any governmental or quasi-governmental authority having jurisdiction over
the Leased Premises or (2) a Person other than Landlord shall commence an
action or proceeding with respect thereto. In any case, the provisions hereof
shall be subject to Tenant’s contest rights under Paragraph 14 hereof


 


(c)           Tenant agrees that (i) at
all times during the Term it shall cause the Leased Premises to be managed by a
reputable third party property manager, pursuant to a property management agreement
reviewed by and reasonably acceptable to Landlord (and Lender, if applicable),
and (ii) such manager shall agree to enter into separate subordination of
management agreements for the benefit of Landlord and Lender, as applicable,
reasonably satisfactory to Landlord or Lender, as the case may be.  A copy of the currently existing property
management agreement by and between Tenant and First New York Partners has been
delivered to Landlord and Landlord hereby approves same.  If Tenant desires to enter into a new
management agreement same shall be delivered to Landlord and Lender (if
applicable) for approval prior to the effective date thereof; provided that if
Landlord and Lender (if applicable) shall fail to approve or disapprove such
management agreement in writing within fourteen (14) days of delivery thereof
by Tenant, then same shall be deemed approved (but clause (ii) of the
first sentence of this Paragraph 12(c) shall nevertheless be applicable to
such management agreement).


 


13.           Alterations and Improvements.


 


(a)           Tenant shall have
the right, without having obtained the prior written consent of Landlord and
Lender , (i) to make non-structural Alterations and (ii) to
install Equipment in the Improvements or accessions to the Equipment that, so
long as at the time of construction or installation of any such Equipment or
Alterations no Event of Default exists and the value, utility or structural
integrity of the Building or the Leased Premises is not diminished thereby, nor
the use of the Leased Premises altered thereby in any material respect.  If Tenant desires to make structural
Alterations to the Leased Premises, then the prior written approval of Landlord
and Lender shall be required (such approval not to be unreasonably withheld or
delayed); provided that (i) “poke-throughs” or similar minor slab
penetrations or reinforcement of existing structural elements to increase load
bearing shall not constitute structural alterations if performed in connection
with any other permitted Alterations hereunder and (ii) Landlord’s
approval shall not be withheld (and shall be given by Landlord within ten (10) days
of a written request by Tenant therefor accompanied by the statement of the
Qualified Engineer below, or else shall be deemed given by Landlord) with respect
to construction of internal stairways created within the Leased Premises, so
long as Tenant gives to Landlord a writing signed by a 


 


24

















 


reputable and recognized structural engineer
selected by Tenant who regularly prepares plans for and/or reviews and approves
structural work (including without limitation the construction and installation
of internal stairways), in first-class high-rise office buildings in Manhattan
(a “Qualified Engineer”) stating that Tenant’s plans for such stairway(s) have
been prepared and/or reviewed by, and are satisfactory to, such Qualified
Engineer and are in compliance with all applicable Legal Requirements.  Tenant shall not cause or permit to be
constructed upon the Land any additional buildings without having first
obtained the prior written consent of Landlord and Lender, such approval to be
granted or withheld in their sole discretion. 
Landlord shall have the right to require Tenant, at its sole cost and
expense, to remove at the end of the Term, and Tenant shall so remove (and
repair and restore as necessary to its prior condition) upon such request of
Landlord (i) all Specialty Alterations (other than the SPU Areas)
installed by Tenant after the date of this Lease, including, without
limitation, any internal stairway connecting any floor excluded from the Leased
Premises as part of a partial extension of the Term by Tenant under Paragraph 5(c) hereof,
and (ii) all other Alterations which Landlord, at the time it granted approval
to perform same, required that same be removed at the end of the Term, and (ii) any
Alterations existing in violation of any Legal Requirements.  If, in Landlord’s reasonable judgment, the
cost of any single Alteration or series of related Alterations to be performed
in any consecutive twelve-month period is likely to exceed the Threshold
Amount, Tenant shall provide to Landlord, within ten (10) days after
Landlord’s request therefor, adequate assurances (in Landlord’s reasonable
determination) that Tenant has the financial wherewithal to complete same
lien-free and otherwise in accordance with the terms of this Lease and the
Governing Documents.  If such assurances
are not, in Landlord’s reasonable determination, adequate, then Landlord may
request further financial assurances in the form of a bond or letter of credit
reasonably satisfactory to Landlord in form and substance and in an amount
equal to or greater than Landlord’s reasonable estimate of the anticipated cost
of such Alterations.


 


(b)           If Tenant makes any
Alterations pursuant to this Paragraph 13 or as required by
Paragraph 12 or 17 (such Alterations and actions being hereinafter
collectively referred to as “Work”) whether or not Landlord’s consent is
required, then (i) the market value of the Leased Premises shall not be
lessened by any such Work or its usefulness impaired, (ii) all such Work
shall be performed by Tenant in a good and workmanlike manner, (iii) all
such Work shall be expeditiously completed in compliance with all Legal Requirements,
(iv) all such Work shall comply with the Insurance Requirements, (v) if
any such Work involves the replacement of Equipment or parts thereto, all
replacement Equipment or parts shall have a value and useful life equal to the
greater of (A) the value and useful life on the date hereof of the
Equipment being replaced or (B) the value and useful life of the
Equipment being replaced immediately prior to the occurrence of the event which
required its replacement (assuming such replaced Equipment was then in the
condition required by this Lease), (vi) Tenant shall promptly discharge or
remove all liens filed against any of the Leased Premises arising out of such
Work, (vii) Tenant shall procure and pay for all permits and licenses
required in connection with any such Work, (viii) all such Work shall be
the property of Landlord and shall be subject to this Lease, and Tenant shall
execute and deliver to Landlord any document requested by Landlord evidencing
the assignment to Landlord of all estate, right, title and interest (other than
the leasehold estate created hereby) of Tenant or any other Person thereto or
therein, and (ix) Tenant shall comply, to the extent requested by
Landlord or required by this Lease, with the provisions of Paragraphs 12(a) and 19(a),
whether or not such Work involves restoration of the Leased Premises.


 


25

















 


14.           Permitted Contests. 
Notwithstanding any other provision of this Lease, Tenant shall not be
required to (a) pay any Imposition, (b) comply with any Legal
Requirement, (c) discharge or remove any lien referred to in
Paragraph 11 or 13 or (d) take any action with respect to
any encroachment, violation, hindrance, obstruction or impairment referred to
in Paragraph 12(b) (such non-compliance with the terms hereof being
hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the same, so
long as at the time of such contest no Event of Default exists and so long as
Tenant shall contest, in good faith, the existence, amount or validity thereof,
the amount of the damages caused thereby, or the extent of its or Landlord’s
liability therefor by appropriate proceedings which shall operate during the
pendency thereof to prevent or stay (i) the collection of, or other
realization upon, the Permitted Violation so contested, (ii) the sale,
forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to
pay any damages caused by any Permitted Violation, (iii) any interference
with the use or occupancy of any of the Leased Premises, (iv) any
interference with the payment of any Rent, or (v) the cancellation or
increase in the rate of any insurance policy (unless Tenant agrees in writing
to pay such increase) or a statement by the carrier that coverage will be
denied or (vi) the enforcement or execution of any injunction, order
or Legal Requirement with respect to the Permitted Violation.  Tenant shall provide Landlord security which
is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted
Violation is corrected, including all Costs, interest and penalties that may be
incurred or become due in connection therewith. 
While any proceedings which comply with the requirements of this
Paragraph 14 are pending and the required security is held by Landlord,
Landlord shall not have the right to correct any Permitted Violation thereby
being contested unless Landlord is required by law to correct such Permitted
Violation and Tenant’s contest does not prevent or stay such requirement as to
Landlord.  Each such contest shall be
promptly and diligently prosecuted by Tenant to a final conclusion, except that
Tenant, so long as the conditions of this Paragraph 14 are at all times
complied with, has the right to attempt to settle or compromise such contest
through negotiations.  Tenant shall pay
any and all losses, judgments, decrees and Costs in connection with any such
contest and shall, promptly after the final determination of such contest,
fully pay and discharge the amounts which shall be levied, assessed, charged or
imposed or be determined to be payable therein or in connection therewith,
together with all penalties, fines, interest and Costs thereof or in connection
therewith, and perform all acts the performance of which shall be ordered or decreed
as a result thereof.  No such contest
shall (i) subject Landlord to the risk of any criminal liability or any
risk of civil fine, penalty or liability for which Tenant has not agreed in
writing to reimburse Landlord, or (ii) shall risk forfeiture of Tenant’s
or Landlord’s interest in the Severance Lease or the estate created thereunder.


 


15.           Indemnification.


 


(a)           Tenant shall pay,
protect, indemnify, defend, save and hold harmless Landlord, Lender and all
other Persons described in Paragraph 30 (each an “Indemnitee”) from
and against any and all liabilities, losses, damages (including punitive
damages), penalties, Costs (including attorneys’ fees and costs), causes of
action, suits, claims, demands or judgments of any nature whatsoever, howsoever
caused, without regard to the form of action and whether based on strict
liability, negligence or any other theory of recovery at law or in equity
(each, a “Claim”) arising from (i) any matter pertaining to the
acquisition, ownership, use, non-use, occupancy, operation, condition, design,
construction, maintenance, repair or restoration of the Leased Premises, (ii) any
casualty in any manner arising from the 


 


26

















 


Leased Premises, whether or not Indemnitee has or
should have knowledge or notice of any defect or condition causing or
contributing to said casualty, (iii) any violation by Tenant of any
provision of this Lease, the Severance Lease or any underlying or superior
ground lease, the Condominium Documents, the Security Documents, any contract
or agreement to which Tenant is a party, any Legal Requirement or any Permitted
Encumbrance or any encumbrance Tenant consented to or the Mortgage or
Assignment, (iv) the Assignment of Severance Lease and the transactions
contemplated by this Lease and the Security Documents, including, without
limitation, any transfer taxes, mortgage recording taxes or PILOMRT due in
connection therewith, whether due as of the date of this Lease, at the Option
Lapse Date in connection with the Beneficial Transfer Documents, as a result of
audit, recharacterization, or otherwise, (v) any claim for any commission
or other fee or compensation payable to any broker or finder claiming to have
dealt with Tenant, Guarantor or any of their Affiliates in connection with this
Lease or any sublease or assignment with respect to the Leased Premises, (vi) Tenant’s
failure to comply with the provisions relating to the “Signage Obligations”
under the Severance Lease or (vii) any alleged, threatened or actual
Environmental Violation, including (A) liability for response costs and
for costs of removal and remedial action incurred by the United States
Government, any state or local governmental unit or any other Person, or
damages from injury to or destruction or loss of natural resources, including
the reasonable costs of assessing such injury, destruction or loss, incurred
pursuant to Section 107 of CERCLA, or any successor section or act or
provision of any similar state or local Law, (B) liability for costs and
expenses of abatement, correction or clean-up, fines, damages, response costs
or penalties which arise from the provisions of any of the other Environmental
Laws and (C) liability for personal injury or property damage arising
under any statutory or common-law tort theory, including damages assessed for
the maintenance of a public or private nuisance or for carrying on of a
dangerous activity; provided that, the foregoing indemnifications by Tenant
hereunder shall not apply to any Claim arising solely from the negligence or
willful misconduct of Landlord or any Indemnitee.


 


(b)           In case any action
or proceeding is brought against any Indemnitee by reason of any such Claim, (i) Tenant
may, except in the event of a conflict of interest or a dispute between Tenant
and any such Indemnitee or during the continuance of an Event of Default,
retain its own counsel and defend such action (it being understood that
Landlord may employ counsel of its choice to monitor the defense of any such
action, the cost of which shall be paid by Tenant) and (ii) such
Indemnitee shall notify Tenant to resist or defend such action or proceeding by
retaining counsel reasonably satisfactory to such Indemnitee, and such
Indemnitee will cooperate and assist in the defense of such action or
proceeding if reasonably requested so to do by Tenant.  In the event of a conflict of interest or
dispute or during the continuance of an Event of Default, Landlord shall have
the right to select counsel, and the cost of such counsel shall by paid by
Tenant


 


(c)           Landlord shall pay,
protect, indemnify, defend, save and hold harmless Tenant, from and against any
Claim arising with respect to any claim of any commission or other fee or
compensation payable to any broker or finder claiming to have dealt with
Landlord or any of its Affiliates in connection with this Lease or any sublease
or assignment with respect to the Leased Premises.


 


(d)           The obligations of Tenant under
this Paragraph 15 shall survive any termination, expiration or rejection
in bankruptcy of this Lease.


 


27

















 


16.           Insurance.


 


(a)           Tenant shall not cause or permit the
Condominium (by affirmative vote therefor or acquiescence therein) to (i) change
the amounts or types of insurance coverage currently required to be maintained
by the Condominium under the terms of the Condominium Documents as in effect on
the date of this Lease in any materially adverse manner (e.g., lessening
coverage limits, lessening or eliminating covered risks, materially increasing
deductibles or placing coverage with a less reliable
carrier based upon its Best’s and/or credit rating criteria, without the prior
written consent of Landlord, such consent not to be unreasonably withheld or
delayed to the extent such adverse changes are the result of market conditions
or lack of availability of coverage beyond the reasonable control of the
Condominium, or (ii) allow the insurance coverage with respect to the
common elements of the Building required to be maintained under the terms of
Condominium Documents to lapse at any time.  In addition, Tenant shall obtain, pay for and
maintain the following insurance on or in connection with the Leased Premises:


 


(i)            Insurance against
all risk of physical loss or damage to the Improvements and Equipment as
provided under “Special Causes of Loss” form coverage, and including
customarily excluded perils of hail, windstorm, flood coverage, earthquake,
terrorism, breakage of glass, inland marine (covering property in transit),
debris removal and demolition costs in amounts no less than the actual
replacement cost of the Improvements and Equipment; provided that, if Tenant’s
insurance company is unable or unwilling to include any of all of such excluded
perils, Tenant shall have the option of purchasing coverage against such perils
from another insurer on a “Difference in Conditions” form or through a
stand-alone policy.  Such policies shall
contain Replacement Cost and Agreed Amount Endorsements and “Law and Ordinance”
coverage (at full replacement cost). 
Such policies and endorsements shall contain deductibles not more than
$250,000 per occurrence, except that earthquake coverage may have a deductible
not to exceed $500,000.


 


(ii)           Commercial General
Liability Insurance and Business Automobile Liability Insurance (including
Non-Owned and Hired Automobile Liability) against claims for personal and
bodily injury, death or property damage occurring on, in or as a result of the
use of the Leased Premises, in an amount not less than $50,000,000 per occurrence/
$100,000,000 annual aggregate,  with no
self-insured retention or deductible above $500,000, on a claims occurrence
basis.  The limits required hereunder may
be obtained through combining Commercial General Liability Insurance and
Excess/Umbrella Policies.


 


(iii)          Workers’ compensation insurance in the amount required
by applicable Law and employers’ liability insurance covering all persons
employed by Tenant in connection with any work done on or about any of the
Leased Premises.


 


(iv)          Comprehensive Boiler
and Machinery/Equipment Breakdown Insurance on any of the Equipment or any
other equipment on or in the Leased Premises, in an amount not less than
$5,000,000 per accident for damage to property (and which may be carried as
part of the coverage required under clause (i) above or pursuant to a
separate policy or endorsement).  Either
such Boiler and Machinery policy or the Special Causes of Loss policy required
in clause (i) above shall include at least $3,000,000 per incidence
for Off-


 


28

















 


Premises Service Interruption, Expediting
Expenses, Ammonia Contamination, and Hazardous Materials Clean-Up Expense and
may contain a deductible not to exceed $250,000.


 


(v)           Business
Income/Extra Expense Insurance at limits sufficient to cover 100% of the period
of indemnity not less
than twelve (12) months from time of loss,
including extended period of indemnity which provides that after the physical
loss to the Improvements and Equipment has been repaired, the continued loss of
income will be insured until such income either returns to the same level it
was at prior to the loss, or the expiration of six (6) months from
the date that the Leased Premises are repaired or replaced and operations are
resumed, whichever first occurs.  If the
Tenant is not the Tenant first-named herein or a Subsidiary or Affiliate of The
New York Times Company, business income/extra expense insurance in an amount no
less than the sum of PILOT and the “Theater Surcharge” applicable to the SPU Areas  for one (1) year as reasonably
determined by Tenant, subject to the Landlord’s prior written approval and
adjustments from time to time (but not more frequently than once annually for
the first five (5) years after the Commencement Date and, thereafter, not
more frequently than once every two (2) years).


 


(vi)          During any period in which
substantial Alterations at the Leased Premises are being undertaken, builder’s
risk insurance covering the total completed value, including all hard and soft
costs (which shall include business interruption coverage) with respect to the
Improvements being constructed, altered or repaired (on a completed value,
non-reporting basis), replacement cost of work performed and equipment,
supplies and materials furnished in connection with such construction,
alteration or repair of Improvements or Equipment, together with such other
endorsements as Landlord may reasonably require, and Tenant shall maintain or
shall cause the applicable general contractor and subcontractors to maintain,
general liability, worker’s compensation and automobile liability insurance
with respect to the Improvements being constructed, altered or repaired.  Tenant shall be entitled to maintain any
coverage required under this clause (vi) as a sublimit for “Property Under
Construction” under its “all-risk” property/casualty coverage maintained under
clause (i) of this Paragraph 16(a) above.


 


(vii)         Pollution
liability insurance with limits of not less than Five Million Dollars
($5,000,000) (as such sum shall be adjusted for inflation in accordance with
the CPI from and after the Commencement Date) per occurrence and in the
aggregate with a deductible of no more than $1,000,000 (as such sum shall be
adjusted for inflation from in accordance with the CPI from and after the
Commencement Date), providing coverage for bodily injury or property damage
arising  from, or cleanup of, actual,
alleged or threatened emissions, discharge, dispersal, seepage, release or
escape of Hazardous Substance from, on, under, in or onto the Leased Premises
or any part of the Land or Building, as the case may be, including any loss,
cost, or expense incurred as a result of the investigation, settlement or
defense of any claims, suit  or proceedings
against Landlord, including the payment of any monetary awards of compensatory
damages, arising from any such occurrence.


 


(viii)        Such other insurance (or other or different terms with
respect to any insurance required pursuant to this Paragraph 16, including
without limitation amounts of coverage, deductibles, form of mortgagee clause,
insurer rating) on or in connection with any of the Leased Premises as Landlord
or Lender may reasonably require (including, 


 


29

















 


without limitation mold insurance); provided that, such insurance is
consistent, as to types of coverage and amounts, with the requirements
generally of institutional lenders or prudent owners or operators of
similar properties similarly situated and, provided further, at
such time as Landlord and/or Lender requires coverage for mold or microbial
matter, Tenant agrees to procure and maintain such coverage, at its own
cost and expense, in an amount no less than $5,000,000 per occurrence and
$5,000,000 general aggregate, with a deductible of not more than $1,000,000.00;
and such mold coverage may be obtained and maintained under the pollution
liability insurance policy under clause (vii) of this Paragraph 16(a) above.


 


(b)           The insurance required by
Paragraph 16(a) shall be written by companies having a Best’s rating
of A-:X or above or a claims paying ability rating of A or better by
Standard & Poor’s Rating Services, a division of the McGraw Hill
Companies, Inc. (“S&P”) or equivalent rating agency approved by
Landlord and Lender in their sole discretion for all primary coverage (or such
lower Best’s and S&P ratings as shall be reasonably acceptable to Landlord
and Lender with respect to any excess coverage carrier) and are authorized to
write insurance policies by, the State Insurance Department (or its equivalent)
for the State.  The insurance policies (i) shall
be for such terms as Landlord may reasonably approve and (ii) shall
be in amounts sufficient at all times to satisfy any coinsurance requirements
thereof. If said insurance or any part thereof shall expire, be withdrawn,
become void, voidable, unreliable or unsafe for any reason, including a breach
of any condition thereof by Tenant or the failure or impairment of the capital
of any insurer, Tenant shall immediately obtain new or additional insurance
reasonably satisfactory to Landlord.  The insurance
referred to in Paragraphs 16(a)(i), 16(a)(iv) and 16(a)(vi) shall
name Landlord and Lender as loss payee (but shall name Landlord as an
additional insured after the Option Lapse Date) and Tenant as its interest may
appear.  The insurance referred to in
Paragraph 16(a)(ii) shall name Landlord, Lender, the Condominium and its
Board, all Public Parties (as such term is defined in the Declaration), any
property manager retained by Tenant or Landlord with respect to the Leased
Premises or the Condominium and any other Person required under the terms of
the Governing Documents, as additional insureds, and the insurance referred to
in Paragraph 16(a)(v) shall name Landlord and Lender as loss payees as
their interests may appear.  The general
liability insurance coverage with respect to the common elements of the Building
required to be maintained under the terms of Condominium Documents shall name
Landlord and Lender as additional insureds, and the “All-risk”
property/casualty insurance coverage with respect to the common
elements of the Building required to be maintained under the terms of
Condominium Documents shall name Landlord and Lender as loss payees (but
shall name Landlord as an additional insured after the Option Lapse Date) and
Tenant as its interest may appear.


 


(c)           Each insurance
policy referred to in clauses (i), (iv), (v) and (vi) of
Paragraph 16(a) shall contain standard non-contributory mortgagee
clauses in favor of and acceptable to Lender. 
Each policy required by any provision of Paragraph 16(a), except
clause (iii) thereof, the insurer shall endeavor to provide not less
than thirty (30) days’ prior written notice to Landlord and Lender before
it may be cancelled, substantially modified or allowed to lapse on any renewal
date, but shall provide each additional insured with at least ten (10) day
prior written notice of any cancellation for non-payment.


 


(d)           Tenant shall pay as
they become due all premiums for the insurance required by
Paragraph 16(a), shall renew or replace each policy and deliver to 


 


30

















 


Landlord evidence of the payment of the full
premium therefor or installment not later than ten (10) days after to
the expiration date of such policy, and shall promptly deliver to Landlord all
original certificates of insurance evidencing such coverages or, if required by
Lender, original or certified policies. 
All certificates of insurance (including liability coverage) provided to
Landlord and Lender shall be on ACORD Form 28 (or its equivalent, e.g.
ACCORD Form 25 for liability and ACCORD Form 27s for
property/casualty).


 


(e)           Anything in this
Paragraph 16 to the contrary notwithstanding, any insurance which Tenant
is required to obtain pursuant to Paragraph 16(a) may be carried
under a “blanket” policy or policies covering other properties of Tenant or
under an “umbrella” policy or policies covering other liabilities of Tenant, as
applicable; provided that, such blanket or umbrella policy or policies
otherwise comply with the provisions of this Paragraph 16, and upon
request, Tenant shall provide to Landlord a Statement of Values which may be
reviewed annually and shall be amended to the extent determined necessary by
Landlord based on revised Replacement Cost Valuations.  The original or a certified copy of each such
blanket or umbrella policy shall promptly be delivered to Landlord.


 


(f)            Tenant shall not
carry separate insurance concurrent in form or contributing in the event of a Casualty
with that required in this Paragraph 16 unless (i) Landlord and
Lender are included therein as additional insureds, with loss payable as
provided herein, and (ii) such separate insurance complies with the
other provisions of this Paragraph 16. 
Tenant shall immediately notify Landlord of such separate insurance and
shall deliver to Landlord the original policies or certified copies thereof.


 


(g)           Each policy
required to be maintained by Tenant under this Paragraph 16 shall contain a
full waiver of subrogation in favor of the Landlord and an effective waiver by
the carrier against all claims for payment of insurance premiums against
Landlord; provided that the Commercial General Liability Insurance wavier must
be issued on ISO Form CG24041093 or equivalent;


 


(h)           The proceeds of any
insurance required under Paragraph 16(a) shall be payable as follows:


 


(i)            proceeds payable
under clauses (ii), (iii) and (iv) of Paragraph 16(a) and
proceeds attributable to the general liability coverage of Builder’s Risk insurance
under clause (vi) of Paragraph 16(a) (only if carried by
Tenant as opposed to a general contractor or subcontractor) and  shall be payable to the Person entitled to
receive such proceeds; and


 


(ii)           proceeds of
insurance required under clause (i) of Paragraph 16(a) and
proceeds attributable to Builder’s Risk insurance (other than its general
liability coverage provisions if carried by Tenant) under clause (vi) of
Paragraph 16(a) shall be payable to Tenant, Landlord, or Lender, as
the case may be, as provided in Paragraph 17 and applied as set forth in
Paragraph 17 or, if applicable, Paragraph 18 or Paragraph 19.  Tenant shall apply the Net Award to
restoration of the Leased Premises in accordance with the applicable provisions
of this Lease unless a Termination Event shall have occurred and Tenant has
given a Termination Notice.


 


31
















 


(iii)          The parties intend that the
terms of this Paragraph 16, and those of Paragraphs 17 and 19,
constitute an “express agreement to the contrary” under Section 227 of the
New York State Real Property Law.


 


(i)            If at any time
during the Term any Event of Default shall occur under the provisions of
Paragraph 22(a)(xviii), then Landlord shall have right (but no legal obligation
hereunder) to procure the applicable insurance policy or policies and to charge
Tenant all Costs associated with procuring same as Additional Rent hereunder.


 


17.           Casualty and Condemnation.


 


(a)           The provisions of
this Paragraph 17 shall, unless otherwise expressly stated herein to the
contrary, apply solely with respect to a Casualty or Condemnation affecting the
Leased Premises, it being agreed that the rights and obligations of Tenant or
the Condominium with respect to any casualty or condemnation affecting the Land
or Building (but not the Leased Premises) shall be governed by the terms of the
Condominium Documents.  If any Casualty to
the Leased Premises occurs, Tenant shall give Landlord and Lender prompt notice
thereof.  So long as no Event of Default
exists Tenant is hereby authorized to adjust, collect and compromise all claims
under any of the insurance policies required by Paragraph 16(a) (except
public liability insurance claims payable to a Person other than Tenant,
Landlord or Lender) and to execute and deliver on behalf of Landlord all
necessary proofs of loss, receipts, vouchers and releases required by the
insurers and Landlord shall have the right to join with Tenant therein;
provided that, any final adjustment, settlement or compromise of any such claim
in excess of the Threshold Amount shall be subject to the prior written
approval of Landlord, and Landlord shall have the right to prosecute or
contest, or to require Tenant to prosecute or contest, any such claim,
adjustment, settlement or compromise.  If
an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise
any such claim or to participate with Landlord in any adjustment, collection
and compromise of the Net Award payable in connection with a Casualty, and
Tenant agrees to sign, upon the request of Landlord, all such proofs of loss,
receipts, vouchers and releases.  Each
property insurer shall make all payments under their respective policies
consistent with the provision stating that Landlord is loss payee as its
interests may appear, provided that if payment is made to Landlord and Tenant
jointly, Tenant hereby appoints each of Landlord and Lender as Tenant’s
attorneys-in-fact to endorse any draft therefor.  The rights of Landlord under this
Paragraph 17(a) shall be extended to Lender if and to the extent that
any Mortgage so provides.  The provisions
of this Paragraph 17 shall not apply to any insurance proceeds obtained by
Tenant with respect to Tenant’s Personal Property.


 


(b)           Tenant, immediately upon
receiving a Condemnation Notice, shall notify Landlord and Lender thereof.  So long as (i) no Event of Default
exists and (ii) Tenant does not give a Termination Notice to Landlord and
the Condemnation is a Partial Condemnation, Tenant is authorized to collect,
settle and compromise the amount of any Net Award and Landlord shall have the
right to join with Tenant therein.  If an
Event of Default exists, Landlord shall be authorized to collect, settle and
compromise the amount of any Net Award and Tenant shall not be entitled to
participate with Landlord in any Condemnation proceeding or negotiations under
threat thereof or to contest the Condemnation or the amount of the Net Award
therefor.  No agreement with any
condemnor in settlement or under threat of any 


 


32

















 


Condemnation in excess of the Threshold Amount
shall be made by Tenant without the written consent of Landlord.  Subject to the provisions of this
Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award
or payment to which Tenant is or may be entitled by reason of any Condemnation,
whether the same shall be paid or payable for Tenant’s leasehold interest
hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right
to any award or payment on account of Tenant’s Personal Property, relocation
and moving expenses or loss of business, if available, but only to the extent
that and so long any claim by Tenant against the condemnor does not reduce the
amount of the Net Award payable to Landlord below the sum of (i) the
Option Price, plus (ii) Landlord’s Costs incurred in connection obtaining
such Net Award. The rights of Landlord under this Paragraph 17(b) shall
also be extended to Lender if and to the extent that any Mortgage so provides.


 


(c)           If any Partial Casualty (whether
or not insured against) or Partial Condemnation shall occur, this Lease shall
continue, notwithstanding such event, and there shall be no abatement or
reduction of any Monetary Obligations. 
Promptly after such Partial Casualty or Partial Condemnation, Tenant, as
required in Paragraphs 12(a) and 13(b), shall commence and
diligently continue to restore the Leased Premises as nearly as possible to
their value, condition and character immediately prior to such event (assuming
the Leased Premises to have been in condition required by this Lease).  So long as no Event of Default exists, any Net
Award up to and including the Threshold Amount shall be paid by Landlord to
Tenant and Tenant shall restore the Leased Premises in accordance with the
requirements of Paragraphs 12(a) and 13(b) of this
Lease.  Any Net Award in excess of the
Threshold Amount shall (unless such Casualty or Condemnation resulting in the
Net Award is a Termination Event) be made available by Landlord (or Lender, if
required by the terms of any Mortgage) to Tenant through the Restoration Fund
for the restoration of any of the Leased Premises pursuant to and in accordance
with the provisions of Paragraph 19 hereof. 
If any Casualty or Condemnation which is not a Partial Casualty or
Partial Condemnation shall occur, Tenant shall comply with the terms and
conditions of Paragraph 18.


 


(d)           In the event of a
Requisition of any of the Leased Premises, if any Net Award payable by reason
of such Requisition is (i) retained by Landlord, each installment of Basic
Rent payable on or after the date on which the Net Award is paid to Landlord
shall be reduced by a fraction, the denominator of which shall be the total
amount of all Basic Rent due from such date to and including the last Basic
Rent Payment Date for the then existing Term and the numerator of which shall
be the amount of such Net Award retained by Landlord, or (ii) paid to
Lender, then each installment of Basic Rent thereafter payable shall be reduced
in the same amount and for the same period as payments are reduced under the
Note until such Net Award has been applied in full or until the Term has
expired, whichever first occurs


 


(e)           If Tenant or any
Affiliate of Tenant shall inadvertently or otherwise directly receive any New
Award which it is not entitled to retain or hold under the terms of this Lease,
then Tenant shall cause same to be either deposited into the Restoration Fund
or delivered to Landlord within two (2) business days of receipt.  If Tenant or any Affiliate of Tenant shall
inadvertently or otherwise directly receive any insurance proceeds or award
which it is not entitled to retain or hold under the terms of the Declaration
or By-laws, then Tenant shall cause same to be deposited with the Depository as
required under the terms of the Declaration or By-laws the within two (2) business
days of receipt.


 


33

















 


18.           Termination Events.


 


(a)           If either (i) the
entire Leased Premises shall be taken by a Taking (a “Total Taking”) or
(ii) any substantial portion of the Leased Premises shall be taken by a
Taking or all or any substantial portion of the Leased Premises shall be
damaged or destroyed by a Casualty and Tenant has determined in good faith that
the repair or restoration of the Building or the Leased Premises in a manner
suitable for the continued operation of the business of Tenant (or its
Affiliates) at the Leased Premises is not economically practicable (a “Termination
Trigger Event”) (each of a Total Taking or a Termination Trigger Event
shall hereinafter be referred to as a “Termination Event”), then (x) in
the case of a Total Taking, Tenant shall be obligated, within one hundred
twenty (120) days after Tenant receives a Condemnation Notice and (y) in
the case of a Termination Trigger Event, Tenant shall have the option, within
one hundred twenty (120) days after Tenant receives a Condemnation Notice or
one hundred twenty (120) days after the Casualty, as the case may be, to give
to Landlord written notice in the form described in Paragraph 18(b) of
the Tenant’s election to terminate this Lease (a “Termination Notice”).  If Tenant elects under clause (y) above
not to give Landlord a Termination Notice, then Tenant shall rebuild or repair
the Leased Premises in accordance with Paragraphs 17 and 19.  Notwithstanding the foregoing, (x) Tenant
shall only be entitled to exercise any of the foregoing rights to terminate
this Lease and/or to deliver a Termination Notice upon the occurrence of a
Termination Trigger Event if (1) the terms of Severance Lease and/or the
Condominium Declaration do not require the Condominium and/or Leased Premises
to be rebuilt, and (2) Tenant and each of the other leasehold condominium
unit owners under the Declaration actually exercise their collective right to
purchase the Condominium and terminate their respective severance leases in
accordance with the terms of the Severance Lease and the Condominium Documents.


 


(b)           A Termination
Notice shall contain (i) notice of Tenant’s intention to terminate this
Lease on the first Basic Rent Payment Date which occurs at least
sixty (60) days after the Termination Notice (the “Termination Date”),
(ii) a binding and irrevocable offer of Tenant to pay to Landlord the
Option Price and (iii) in the case of a Termination Trigger Event a
certification of Tenant to the effect of the facts set forth in clause (i) of
Paragraph 18(a) above and (iv) a certified resolution of the Board of
Directors or Board of Managers, as the case may be, of Tenant authorizing the
termination of the Lease pursuant to the terms of this Paragraph 18.


 


(c)           Only with respect
to any Termination Notice received after the Option Lapse Date, Landlord may
reject such offer by Tenant to pay to Landlord the Option Price pursuant to
Paragraph 18(b) above by written notice to Tenant (a “Rejection”).  Unless Tenant shall have received a Rejection
not later than the forty-fifth (45th) day following the date the
Termination Notice is given to Landlord, Landlord shall be conclusively
presumed to have accepted such offer from Tenant to pay the Option Price and
the provisions of Paragraph 18(e) below shall apply.  Any Rejection shall advise Tenant as to
whether Landlord requires that Tenant rebuild the Leased Premises and to
continue this Lease (a “Rebuild Demand”) or that Landlord elects to
reject Tenant’s offer to pay the Option Price and to terminate this Lease as
provided in Paragraph 18(d) below. 
In the case of a Termination Trigger Event occurring after the Option
Lapse Date, if Landlord’s Rejection shall require Tenant to rebuild the Leased
Premises, then, if at the time in question Tenant has the ability through
voting control of the Condominium Board, as-of-right under the Governing
Documents or otherwise, to direct the 


 


34

















 


determination as to whether or not the Building
and/or the Leased Premises, as the case may be, shall be restored or rebuilt,
Tenant shall take such affirmative actions as are necessary or appropriate
(including casting all affirmative votes required) to cause same to be rebuilt
and restored and Tenant shall not be entitled to Terminate this Lease under
this Paragraph 18.  Notwithstanding
anything to the contrary contained herein, if a Termination Trigger Event
occurs at any time during the last two (2) Lease Years of the initial
fifteen (15) year Term or during last two (2) Lease Years of any Renewal
Term, then Landlord’s Rejection shall not be permitted to be a Rebuild Demand,
and Landlord’s only options shall be to either accept Tenant’s offer to
Terminate the Lease and pay the Option Price or to reject such offer and
terminate this Lease as provided in Paragraph 18(d) below.


 


(d)           If a Rejection sets
forth Landlord’s election to reject Tenant’s offer to pay the Option Price but
not to rebuild and instead to terminate this Lease, then such Rejection shall
contain the written consent of Lender to such Rejection.  In such event, this Lease shall terminate on
the Termination Date; provided that, if Tenant has not satisfied all Monetary
Obligations and all other obligations and liabilities under this Lease which
have arisen on or prior to the Termination Date (collectively, “Remaining
Obligations”) on the Termination Date, then Landlord may, at its option,
extend the date on which this Lease may terminate to a date which is no later
than the first Basic Rent Payment Date after the Termination Date on which
Tenant has satisfied all Remaining Obligations; provided that, notwithstanding
the foregoing, if Tenant has satisfied all Monetary Obligations Landlord shall
not be entitled to so extend the termination date as aforesaid if Guarantor
provides an indemnification, defense and hold harmless agreement reasonably
satisfactory to Landlord from and against such other obligations and
liabilities of Tenant under the Lease. 
Upon such termination (i) all obligations of Tenant hereunder shall
terminate except for any Surviving Obligations, (ii) Tenant shall
immediately vacate and shall have no further right, title or interest in or to
any of the Leased Premises and (iii) the Net Award shall be retained
by Landlord.


 


(e)           On the Termination
Date, (unless a Rejection is permitted and is delivered by Landlord) Tenant
shall pay to Landlord the Option Price and all Remaining Obligations, if any,
and, if requested by Tenant, Landlord shall (i) convey to Tenant or its
designee the Leased Premises or the remaining portion thereof, if any, and
(ii) pay to or assign to Tenant or its designee Landlord’s entire interest
in and to the Net Award, all in accordance with Paragraph 20.


 


19.           Restoration.


 


(a)           If any Net Award is
in excess of the Threshold Amount, then a portion of such Net Award below the Threshold Amount
as Tenant shall reasonably require to perform immediate repairs or otherwise
prevent further damage or injury to or at the Leased Premises or for imminent
health and safety reasons (including any mitigative or protective actions
required by any Legal Requirement (including directives by any governmental or
quasi-governmental agency) shall be promptly paid to Tenant upon request, and
Landlord (or Lender if required under the terms of the Loan) shall cause the portion
of the Net Award in excess of the Threshold Amount plus any portion of the
funds below the Threshold Amount to which Tenant is not entitled or as to which
Tenant has not made a request as described hereinabove to be deposited with a
title company or institutional lender, as escrow agent, that is mutually and 


 


35

















 


reasonably acceptable to Landlord and Tenant (and to Lender, if
applicable), held by such escrowee in a an interest-bearing fund (the “Restoration
Fund”), and disbursed from the Restoration Fund in accordance with the
following conditions:


 


(i)            prior to
commencement of restoration, (A) the architects, contracts, contractors,
plans and specifications and a budget for the restoration shall have been
approved by Landlord (such approval not to be unreasonably withheld, delayed or
conditioned; it being agreed that Renzo Piano Building Workshop and Fox &
Fowle Architects PC (or their respective successor firms) are hereby
pre-approved as architects), (B) Landlord and Lender shall be provided
with mechanics’ lien insurance (if available) and acceptable performance and
payment bonds which insure satisfactory completion of and payment for the
restoration, are in an amount and form and have a surety reasonably acceptable
to Landlord, and name Landlord and Lender as additional dual obligees,  and (C) to the extent permitted by applicable
Laws, appropriate waivers of mechanics’ and materialmen’s liens shall have been
filed or obtained;


 


(ii)           at the time of any disbursement,
no Event of Default shall exist and no mechanics’ or materialmen’s liens shall
have been filed against any of the Leased Premises and remain undischarged;


 


(iii)          disbursements shall be made from time to time in an
amount not exceeding the cost of the Work completed since the last disbursement
(other than the first disbursement), upon receipt of (A) satisfactory
evidence, including architects’ certificates, of the stage of completion, the
estimated total cost of completion and performance of the Work to date in a
good and workmanlike manner in accordance with the contracts, plans and
specifications, (B) waivers of liens for prior work performed and paid
for, (C) contractors’ and subcontractors’ sworn statements as to completed
Work and the cost thereof for which payment is requested, (D) a
satisfactory bringdown of title insurance and (E) other evidence of
cost and payment so that Landlord can verify that the amounts disbursed from
time to time are represented by Work that is completed, in place and free and
clear of mechanics’ and materialmen’s lien claims;


 


(iv)          each request for
disbursement shall be accompanied by a certificate of Tenant, signed by the
president or a vice president of Tenant, describing the Work for which payment
is requested, stating the cost incurred in connection therewith, stating that
Tenant has not previously received payment for such Work and, upon completion
of the Work, also stating that the Work has been fully completed and complies
with the applicable requirements of this Lease;


 


(v)           Landlord may retain
ten percent (10%) of the Restoration Fund until the Work is 50% completed,
thereafter five percent (5%) of the Restoration Fund until the Work is
substantially completed at which time the retainage shall be released, except
that an amount equal to 125% of the estimated cost to complete any open punch
list items shall be held until all punch-list items are completed;


 


(vi)          if the Restoration
Fund is held by Landlord, the Restoration Fund shall not be commingled with
Landlord’s other funds and shall bear interest at a rate agreed to by Landlord
and Tenant; and


 


36

















 


(vii)         such other reasonable conditions as Landlord or Lender
may impose; provided such conditions are consistent with conditions then
generally imposed or required by prudent institutional construction lenders for
similar properties similarly situated.


 


(b)           Prior to
commencement of restoration and at any time during restoration, if the
estimated cost of completing the restoration Work free and clear of all liens,
as determined by Landlord, exceeds the amount of the Net Award available for
such restoration (a “Deficiency”) then (i) if such Deficiency is
equal to or in excess of the Threshold Amount, then the amount of such
Deficiency shall, upon demand by Landlord, be paid by Tenant into and to be
added to the Restoration Fund, or (ii) if such Deficiency is less than the
Threshold Amount, then Tenant shall not be obligated to pay such amount into
the Restoration Fund, but escrow agent shall not be required to release any
funds to Tenant from the Restoration Fund (other than as provided in Paragraph
19(a) with respect to amounts below the Threshold Amount for immediate
repairs and the like) until such time as Tenant has expended its own funds in
an amount at least equal to the Deficiency towards the repair or restoration of
the Leased Premises and has provided reasonable and customary documentary
support therefor to Landlord and such escrowee. 
Any Deficiency sum so added by Tenant which remains in the Restoration
Fund upon completion of restoration shall be refunded to Tenant.  For purposes of determining the source of
funds with respect to the disposition of funds remaining after the completion
of restoration, the Net Award shall be deemed to be disbursed prior to any
amount added by Tenant.


 


(c)           If any sum remains
in the Restoration Fund after completion of the Work and any refund to Tenant
pursuant to Paragraph 19(b), such sum shall be paid to Tenant.


 


20.           Procedures Upon Purchase.


 


(a)           If the Leased
Premises is purchased by Tenant pursuant to any provision of this Lease,
Landlord need not convey any better title thereto than that which was conveyed
to Landlord, and Tenant shall accept such title, subject, however, to the
Permitted Encumbrances and to all other liens, exceptions and restrictions on,
against or relating to any of the Leased Premises and to all applicable Laws,
but free of the lien of and security interest created by any Mortgage or
Assignment and liens, exceptions and restrictions on, against or relating to
the Leased Premises which have been created by or resulted solely from acts of
Landlord after the date of this Lease, unless the same are Permitted
Encumbrances or customary utility easements benefiting the Leased Premises or
were created with the written consent of Tenant or as a result of a default by
Tenant under this Lease.


 


(b)           Upon the date fixed
for any such purchase of the Leased Premises pursuant to any provision of this
Lease (any such date the “Purchase Date”), Tenant shall pay to Landlord,
or to any Person to whom Landlord directs payment, the relevant amount therefor
specified herein, in Federal Funds, less, if applicable, any credit of the Net
Award received and retained by Landlord or a Lender allowed against the
relevant amount, and Landlord shall deliver to Tenant (i) an assignment of
the Severance Lease which describes the premises being conveyed and conveys the
title thereto as provided in Paragraph 20(a), plus all Costs incurred by
Landlord in connection with such purchase transaction, (ii) such other
instruments as shall be necessary to transfer to Tenant or its designee any
other property (or rights to any Net Award not yet received by Landlord or a
Lender) then required to be sold by Landlord to Tenant pursuant to this 


 


37

















 


Lease and (iii) any Net Award received
by Landlord, not credited to Tenant against the relevant amount and required to
be delivered by Landlord to Tenant pursuant to this Lease; provided, that if
any Monetary Obligations remain outstanding on such date, then Landlord may
deduct from the Net Award the amount of such Monetary Obligations; and further
provided, that if Landlord shall have received a written claim or demand with
respect to any event that has occurred which, in Landlord’s reasonable
judgment, is reasonably likely to subject any Indemnitee to a liability for
which Tenant is required to indemnify against pursuant to Paragraph 15 and
which is not covered by Tenant’s insurance, then an amount shall be deducted
from the Net Award which, in Landlord’s reasonable judgment, is sufficient to
satisfy such liability, which amount shall be deposited in an escrow account
with a financial institution reasonably satisfactory to Landlord and Tenant
pending resolution of such matter.  If on
the Purchase Date any Monetary Obligations remain outstanding and no Net Award
is payable to Tenant by Landlord or the amount of such Net Award is less than
the amount of the Monetary Obligations, then Tenant shall pay to Landlord on
the Purchase Date the amount of such Monetary Obligations.  Upon the completion of such purchase, this
Lease and all obligations and liabilities of Tenant hereunder shall terminate,
except any Surviving Obligations.


 


(c)           If the completion
of such purchase (i) shall be delayed after the Termination Date, in the
event of a purchase pursuant to Paragraph 18 or, (ii) shall be
delayed with the written approval of Landlord after the date scheduled for such
purchase, in the event of a purchase under any other provision of this Lease
then (x) the Term of the Lease shall be extended and all Rent shall
continue to be due and payable until completion of such purchase.  Nothing herein is intended to diminish or
supersede any “time of the essence” provision contained in this Lease or to
grant any party a right to extend any scheduled closing date


 


(d)           Any prepaid
Monetary Obligations paid to Landlord shall be prorated as of the Purchase
Date, and the prorated unapplied balance shall be deducted from the relevant
amount due to Landlord; provided, that no apportionment of any Impositions
shall be made upon any such purchase. Any Prepayment Premium due Lender in
connection with such purchase shall be payable by Tenant except as otherwise
expressly provided in Paragraph 31(b) hereof to the contrary.


 


21.           Assignment and Subletting, Prohibition Against
Leasehold Financing


 


(a)           Except as otherwise
expressly provided to the contrary in this Paragraph 21, Tenant may not assign
this Lease, voluntarily or involuntarily, whether by operation of law or
otherwise (including through merger or consolidation) to any Person, other than
to a Person which is and continues throughout the Term to be a single purpose,
bankruptcy remote, direct or indirect wholly-owned subsidiary of Tenant and
Guarantor or is a Credit Entity, without the prior written consent of Landlord,
which consent may be granted or withheld by Landlord in accordance with the
provisions of Paragraphs 21(b) below, as applicable, and subject, in
each case, to the provisions of Paragraphs 21(j) and 21(k) below.  Any purported sublease or assignment in
violation of this Paragraph 21 (including an Affiliate transaction in
violation of the provisions of Paragraphs 21(j) or 21(k) below)
shall be null and void.  In addition, notwithstanding anything to
the contrary contained in this Paragraph 21, Tenant shall not have the
right to assign this Lease (voluntarily or involuntarily, whether by operation
of law or otherwise), or sublet any of the Leased Premises to any Person at any
time that an Event of Default exists.  As
used herein, the term “Credit Entity” shall mean any Person that
immediately 


 


38

















 


following such assignment and having given effect thereto will have (i) a
publicly traded unsecured senior debt rating of “A2” or better from Moody’s or
a rating of “A” or better from S&P, and in the event both such rating
agencies cease to furnish such ratings, then a comparable rating by any rating
agency acceptable to Landlord and Lender, and (ii) a net worth of not less
than Three Billion ($3,000,000,000) Dollars.


 


(b)           If Tenant desires
to assign this Lease, whether by operation of law or otherwise, to a Person (“Non-Preapproved
Assignee”) that is not either a single purpose, bankruptcy remote, direct
or indirect wholly-owned subsidiary of Tenant and Guarantor or a Credit Entity
(a “Non-Preapproved Assignment”) then Tenant shall, not less than
forty-five (45) days prior to the date on which it desires to make a
Non-Preapproved Assignment, submit to Landlord and Lender information regarding
the following with respect to the Non-Preapproved Assignee (collectively, the “Review
Criteria”): (A) credit, (B) capital structure, (C) management,
(D) operating history, (E) proposed use of the Leased Premises and (F) risk
factors associated with the proposed use of the Leased Premises by the
Non-Preapproved Assignee, taking into account factors such as environmental
concerns, product liability and the like.  Landlord and Lender shall review
such information and shall approve or disapprove the Non-Preapproved Assignee
no later than the thirtieth (30th) day following receipt of all such
information, and Landlord and Lender shall be deemed to have acted reasonably
in granting or withholding consent if such grant or disapproval is based on
their review of the Review Criteria applying prudent business judgment.  If a response is not received by Tenant by
the expiration of such thirty (30) day period, such non-Preapproved Assignee
shall be deemed disapproved.  
Notwithstanding anything in this Paragraph 21 or elsewhere in this Lease
to the contrary, any assignment of this Lease by Tenant shall be subject to the
written consent of 42DP (as lessor under the Severance Lease) to the extent
such consent is required under the terms of either the Severance Lease or any
written consent issued by 42DP in connection its approval of this lease
transaction.


 


(c)           Tenant shall have
the right, upon ten (10) business days prior written notice to Landlord
and Lender, to enter into one or more subleases with first-class office tenants
at then current market sublease rates, for general, executive and
administrative office uses permitted under this Lease, that demise, in the
aggregate, up to seventy-nine percent (79%) of the rentable area of the Unit,
with no consent or approval of Landlord being required or necessary (each, a “Preapproved
Sublet”); but subject, in all events, to the terms of Paragraphs 21(d),
(e), (f), and (g) below. Other than pursuant to Preapproved Sublets, at no
time during the Term shall subleases exist for more than seventy-nine percent
(79%) of the rentable area of the Improvements at the Leased Premises without
the prior written consent of Landlord, which consent shall not be unreasonably
withheld, delayed or conditioned based on a review of the Review Criteria as
they relate to the proposed sublessee and the terms of the proposed
sublease.  Notwithstanding the
foregoing no sublease shall be permitted that requires Tenant to provide any
exterior logo or identification monument or signage on the exterior of the
Building to any subtenant that is primarily engaged in sale-leaseback or credit
tenant leasing transactions.


 


(d)           If Tenant assigns all its rights
and interest under this Lease, the assignee under such assignment shall
expressly assume all the obligations of Tenant hereunder, actual or contingent,
including obligations of Tenant which may have arisen on or prior to the date
of such assignment, by a written instrument delivered to Landlord at the time
of such 


 


39

















 


assignment. 
Each sublease of any of the Leased Premises (A) shall be expressly
subject and subordinate to this Lease and any Mortgage (including the Landlord
Mortgage) encumbering the Leased Premises; (B) not extend beyond the then
current Term minus one day; (C) terminate upon any termination of this
Lease, unless Landlord elects in writing, to cause the sublessee to attorn to
and recognize Landlord as the lessor under such sublease, whereupon such
sublease shall continue as a direct lease between the sublessee and Landlord
upon all the terms and conditions of such sublease; and (D) bind the
sublessee to all covenants contained in this Lease with respect to subleased
premises to the same extent as if the sublessee were the Tenant; provided
that, Landlord will grant non-disturbance rights to subtenants pursuant to a
subordination non-disturbance and attornment agreement (an “SNDA”)
substantially in the form of Exhibit “G”, annexed hereto, in
connection with a sublease for one or more multiple full floors of the Leased
Premises to a creditworthy subtenant (as reasonably determined by Landlord)
wherein the terms of such sublease provide for fixed annual rent equal to or
greater than the Basic Rent due under this Lease (on per rentable square foot
basis) at all times during the sublease term; and provided further, as to any
subtenant under a sublease demising two (2) full floors or more of the
Building and as to which Landlord has provided an SNDA, such sublease shall
provide that upon the written request of Landlord (not more often than once per
annum) such subtenant shall provide the financials required under the
provisions of Paragraph 28(b) hereof (so long as Landlord agrees in
writing to keep same confidential and provided such delivery of financials
shall not be required by such subtenant if same are available to Landlord by
electronic disclosure as provided in Paragraph 28(a) hereof).  No
assignment or sublease shall affect or reduce any of the obligations
of Tenant hereunder or of the Guarantor under the Guaranty, and all such
obligations of Tenant and Guarantor  shall continue
in full force and effect as obligations of a principal and not as obligations
of a guarantor, as if no assignment or sublease had been made; except that, in
the case of a Pre-Approved Assignment to a Credit Entity, if the Credit Entity
is the successor-Tenant under this Lease or is a guarantor of the payment and
performance of Tenant’s obligations under this Lease pursuant to a new Guaranty
substantially in form and substance the same as the Guaranty executed by
Guarantor as of the Commencement Date of this Lease, then Tenant shall be
entitled to a release of any further obligations under this Lease and Guarantor
shall be entitled to a release of any further obligations under the Guaranty,
in each case, arising after the date of such assignment.  In such event, Tenant shall give Landlord
prompt notice thereof and shall request such release.  Thereafter, Landlord shall promptly seek to
confirm whether such successor-Tenant (or successor-Guarantor, as the case may
be) is a Credit Entity and such release shall be granted by Landlord in writing
in recordable form within in ten (10) days of Tenant’s written
request.  No assignment or sublease shall
impose any additional obligations on Landlord under this Lease.  No SNDA shall be granted to any Affiliate of
Tenant or any Guarantor.  Concurrently herewith, Tenant has
entered into an operating sublease (the “Operating Lease”) for all of
the Leased Premises with The New York Times Company, as sublessee (“sublessee”)
the form and content of such Operating Lease having been reviewed and approved
by Landlord and Landlord hereby confirms that sublessee under the Operating
Lease shall have all of the rights set forth in the Operating Lease; provided,
however, Tenant shall not amend or modify the terms or provisions of the
Operating Lease or terminate or accept a voluntary surrender of the Operating
Lease, in any case, without the express prior written consent of Landlord in
its sole discretion, except that sublessee shall have the right to assign its
interest in the Operating Lease to a wholly-owned Subsidiary of sublessee
(subject only to the notice requirements under Paragraph 21(f) below).


 


40

















 


(e)           Notwithstanding any provision in this
Paragraph 21 or elsewhere in this Lease to the contrary, including any
right or option Tenant may have to assign this Lease or sublease all or any
portion of the Leased Premises without Landlord’s consent, Tenant shall, upon
the request of Landlord, provide and cause such assignee or sublessee to
provide, such information (including, without limitation, any certification) as
to any proposed assignee or sublessee and its principals as may be required for
Landlord and Tenant to comply with regulations administered by the Office of
Foreign Asset Control (“OFAC”) of the Department of the Treasury,
codified at 31 C.F.R. Part 500 (including those named on OFAC’s Specially
Designated and Blocked Persons list) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action regarding persons or entities with
whom U.S. persons or entities are restricted from doing business (including
persons or entities who have violated the U.S. Foreign Corrupt Practices Act 15
U.S.C. §§78dd-1, 78dd-2 and 78dd-3).


 


(f)            Tenant shall, within ten (10) days
after the execution and delivery of any assignment or sublease, deliver a
duplicate original copy thereof to Landlord which, in the event of an
assignment, shall be in recordable form. 
With respect to any assignment to a direct or indirect wholly-owned
Subsidiary of Tenant and Guarantor or to a Credit Entity or any Preapproved
Sublet, at least ten (10) days prior to the effective date of such
assignment or sublease, Tenant shall provide to Landlord information reasonably
required by Landlord to establish that the Person involved in any such proposed
assignment or sublet satisfies the criteria set forth in this Lease for a
Preapproved Assignment or Preapproved Sublet; provided that Landlord agrees that
it shall keep any such information confidential and shall execute a customary
and reasonable form of confidentiality agreement if so requested by Tenant or
Guarantor.


 


(g)           Subject to the following
provisions of this Paragraph 21(g) if applicable, there shall be no
sharing by Landlord in any subletting income or profits and all such sublease
income and profits shall be retained by Tenant. 
As security for performance of its obligations under this Lease, Tenant
hereby grants, conveys and assigns to Landlord all right, title and interest of
Tenant in and to all subleases now in existence or hereafter entered into for
any or all of the Leased Premises, any and all extensions, modifications and
renewals thereof and all rents, issues and profits therefrom.  Landlord hereby grants to Tenant a license to
collect and enjoy all rents and other sums of money payable under any sublease
of any of the Leased Premises; provided, however, that Landlord shall have the
absolute right, exercisable at any time that an Event of Default under this
Lease has occurred and is continuing, upon written notice to Tenant and any
subtenants to revoke said license (except in the case of an Event of Default
under Paragraph 22(a)(viii) or (a)(ix), in which case such revocation
shall be automatic and no notice to Tenant shall be required) and to collect
such rents and sums of money and to retain the same.  Any amounts collected shall be applied to
Rent payments next due and owing.  At any
time that an Event of Default shall have occurred and then be continuing,
Tenant shall not consent to, cause or allow any modification or alteration of
any of the terms, conditions or covenants of any of the subleases or the
termination thereof, without the prior written approval of Landlord which
consent shall not be unreasonably withheld nor shall Tenant accept any rents
more than thirty (30) days in advance of the accrual.


 


41
















 


(h)                               Tenant shall not have the power to mortgage,
pledge or otherwise encumber its interest under this Lease or any sublease of
the Leased Premises, and any such mortgage, pledge or encumbrance, or
assignment or other conveyance or transfer, made in violation of this
Paragraph 21 shall be void and of no force and effect.  Further, Tenant shall have no right to assign
or otherwise convey or transfer its beneficial interest in the Leased Premises
(even if same is subject to the interests of Landlord therein as mortgagee);
provided, however, the foregoing shall not modify, alter, or diminish Tenant’s
right to assign its interest as lessee under this Lease to the extent permitted
elsewhere in this Paragraph 21 or to exercise the Purchase Option (including
its right to assign the Purchase Option during the Option Window to the extent
permitted under Paragraph 34).


 


(i)                                   Subject to the provisions of Paragraphs 34
and 35 hereof (Tenant’s option to purchase and right of first offer),
Landlord may sell or transfer the Leased Premises at any time without Tenant’s
consent to any third party (each a “Third Party Purchaser”) upon ten (10) days
prior written notice to Tenant, except to a Tenant Competitor.  In the event of any such transfer, Tenant
shall attorn to any Third Party Purchaser as Landlord so long as such Third
Party Purchaser and Landlord notify Tenant in writing of such transfer.  At the request of Landlord, Tenant will
execute such documents confirming the agreement referred to above and such
other agreements as Landlord may reasonably request, provided that such
agreements do not increase the liabilities and obligations of Tenant hereunder
nor diminish the Tenant’s rights hereunder, in any material respect.  For purposes of this Paragraph 21(i), a “Tenant
Competitor” shall mean any Person (i) whose primary business is
the collection and distribution of news by one or more of the following: media,
newspapers, magazines, internet, television and/or the radio, or (ii) who
derives more than $2 Billion in revenue during the most recent calendar year
from the collection or distribution of news by one or more of the following:
media, newspapers, magazines, internet, television and/or the radio, provided
that the foregoing shall not preclude a Sale to a Third Party Purchaser that is
a bona fide institutional investor, real estate investment company, trust or
fund, or sovereign wealth fund that, in any case, would otherwise constitute a
Tenant Competitor under clause (ii) hereof as a result of its holdings.


 


(j)                                   Tenant
shall not, in a single transaction or series of transactions (including any interim merger or consolidation),
enter into an agreement to sell or convey, transfer or lease or sell or convey,
transfer or lease all or substantially all of its assets (an “Asset Transfer”)
to any Person, and any such Asset Transfer shall be deemed an assignment in
violation of this Lease; except that Tenant shall have the right to conduct an
Asset Transfer to a Person without Landlord’s consent if the following
conditions are met:  (i) the Asset
Transfer is to a Person that (A) immediately following such transaction or
transactions, taken in the aggregate, is (or would be, on a pro forma basis) a
Credit Entity or (B)  is approved in writing by Landlord under the Review
Criteria as a Non-Preapproved Assignee in accordance with the provisions of
Paragraph 21(b) of this Lease and (ii) this Lease is assigned to
and assumed by such Person as a part of such Asset Transfer.  In the event of an Asset Transfer to a
Subsidiary Tenant, any subsequent sale of the assets of the original Tenant
named herein by such Subsidiary Tenant shall be governed by the requirements of
this subparagraph (i) irrespective of whether or not such sale would
be considered a sale of all or substantially all of the assets of such
Subsidiary.


 


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(k)                                At
no time during the Term shall any
Person or “group” (within the meaning of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934, as amended) pursuant to a single
transaction or series of transactions (i) acquire, directly or indirectly,
more than 50% of the voting stock, partnership interests, membership interests
or other equitable and/or beneficial interests of Tenant (“Control”) or
(ii) obtain, directly or indirectly, the power (whether or not exercised)
to elect a majority of the directors of Tenant or voting control of any
partnership or limited liability company or other entity acting as its general
partner or managing member (including through a merger or consolidation of
Tenant with or into any other Person), unless the purchaser of such Control or
Person who acquires such voting power shall: (A) after taking into account
the transaction that resulted in the acquisition of such Control or voting power,
be a Credit Entity and such Person shall enter into a guaranty reasonably
satisfactory to Landlord pursuant to which it guarantees the payment and
performance of the obligations of Tenant under this Lease (so long as such new
guaranty is no less favorable to Landlord in any material respect than the form
of Guaranty executed by Guarantor hereunder concurrently with the execution of
this Lease) or (B) be approved in writing by Landlord under the
Review Criteria as a Non-Preapproved Assignee in accordance with the provisions
of Paragraph 21(b) above. 
Except as permitted in this Paragraph 21(k) above, any such
change of Control or voting power (by operation of law, merger, consolidation
or otherwise) shall be deemed as an assignment of this Lease to a Non-Preapproved
Assignee and the approval of Landlord and Lender shall be required as set forth
in Paragraph 21(b) above and any consummation of such assignment
absent such approval shall be in violation of this Lease; provided, however,
that a deemed assignment pursuant to the transfer of the outstanding capital
stock of Tenant or Guarantor shall not be deemed to include the sale of such
stock by persons or parties through the “over-the-counter market” or through
any recognized stock exchange, other than by those deemed to be a “control-person”
within the meaning of the Securities Exchange Act of 1934 and, provided
further, notwithstanding anything to the contrary contained in this Paragraph
21(k), the foregoing shall not preclude any change of Control of the interests
of The New York Times Company or any subsequent Guarantor.


 


22.                               Events of Default.


 


(a)                                The occurrence of any one or more of the
following (after expiration of any applicable notice and cure period) shall
constitute an “Event of Default” under this Lease:


 


(i)                                     a failure by Tenant to make any payment of (A) any
Basic Rent on or prior to its due date, regardless of the reason for such
failure, and such failure remains uncured for five (5) days from the date
on which notice of such failure is given by Landlord, but Landlord shall not be
obligated to give notice of, or allow any cure period for, any such default
more than two (2) times within any Lease Year or (B) any other
Monetary Obligation due under this Lease on or prior to its due date, regardless
of the reason for such failure and such failure remains uncured for twenty (20)
days from the date on which notice of such failure is given by Landlord;


 


(ii)                                  a failure by Tenant duly to perform and observe,
or a violation or breach of, any other provision hereof not otherwise
specifically mentioned in this Paragraph 22(a) or a failure by Tenant
to maintain in effect any license or permit necessary for 


 


43

















 


the use, occupancy or operation
of the Leased Premises and, in any such case, such failure continues uncured
for thirty (30) days from the date on which notice thereof is given by
Landlord; provided that, if the default is of an nature that it is not
reasonably susceptible to cure within such thirty (30) day period then the cure
period shall be extended for the period reasonably required to cure the default
(but such cure period, including any extension, shall not in the aggregate
exceed any outside cure date set forth in any Loan, provided same shall in no
event be less than ninety (90) days plus extension by reason of force majeure),
provided that Tenant shall promptly commence to cure the default within the
said thirty (30) day period and thereafter shall continuously (to the extent
feasible), actively, diligently and in good faith proceed with the curing of
such default until it shall be cured;


 


(iii)                               any representation or warranty made by Tenant
herein or in any certificate, demand or request made pursuant hereto now or
hereafter proves to have been incorrect when made, in any material respect, or
Tenant shall fail to maintain its status as a single-purpose, bankruptcy remote
entity in accordance with the terms of its operating agreement and/or its
articles of organization as in effect on the date of this Lease; and any such
incorrectness or failure remains uncured for five (5) days from the date
on which notice thereof is given by Landlord;


 


(iv)                              intentionally omitted;


 


(v)                                 intentionally omitted;


 


(vi)                              intentionally omitted;


 


(vii)                           Tenant shall cause or permit any default beyond
the expiration of any applicable notice and cure period to occur under any of
the Severance Lease, the Condominium Documents or the Security Documents;


 


(viii)                        Tenant shall (A) voluntarily be adjudicated
a bankrupt or insolvent, (B) seek or consent to the appointment of a
receiver or trustee for itself or for the Leased Premises, (C) file a
petition seeking relief under the bankruptcy or other similar laws of the
United States, any state or any jurisdiction, (D) make a general assignment
for the benefit of creditors, or (E) be unable to pay its debts as
they mature;


 


(ix)                                a court shall enter an order, judgment or decree
appointing, without the consent of Tenant, a receiver or trustee for it or for
any of the Leased Premises or approving a petition filed against Tenant which
seeks relief under the bankruptcy or other similar laws of the United States,
any state or any jurisdiction, and such order, judgment or decree shall remain
undischarged or unstayed ninety (90) days after it is entered;


 


(x)                                   the Leased Premises shall have been (A) vacated
in excess of thirty (30) consecutive days (other than with respect to a period
of repair or restoration following a Casualty or Condemnation) or (B) abandoned;


 


(xi)                                Tenant shall be liquidated or dissolved or shall
begin proceedings towards its liquidation or dissolution;


 


44

















 


(xii)                             the estate or interest of Tenant in any of the
Leased Premises shall be levied upon or attached in any proceeding and such
estate or interest is about to be sold or transferred or such process shall not
be vacated or discharged within sixty (60) days after it is made;


 


(xiii)                          If Tenant shall be in default under any provision
of any SNDA or any other document executed by and between Tenant and Lender or
executed by Tenant for the express benefit of Lender, and (i) Tenant has
been given notice of such failure by Landlord or Lender and such failure
remains uncured for five (5) business days from the date on which notice
of such failure is given by Landlord or Lender and (ii) such default gives
rise to a default with respect to any Loan;


 


(xiv)                         from and after the Option Lapse Date, Tenant’s
failure to comply with the provisions of Paragraph 33 of this Lease or
otherwise fails to account for this Lease as true lease in accordance with the
terms thereof and such failure remains uncured for fifteen (15) days from the
date on which notice of such failure is given by Landlord;


 


(xv)                            a
failure by Tenant to deliver the estoppel described in Paragraph 25 within
the time period specified therein and such
failure remains uncured for ten (10) days from the date on which notice of
such failure is given by Landlord ;


 


(xvi)                         Tenant shall enter into any assignment or
sublease in violation of Paragraph 21 (other than pursuant to court order)
including any Asset Transfer in violation of Paragraph 21(j) or
change of Control in violation of Paragraph 21(k);


 


(xvii)                      an Event of Default (as defined in the Guaranty)
beyond any applicable cure period shall occur under the Guaranty, or the
Guaranty shall be terminated or the Guarantor released (other than pursuant to
Paragraph 21(d) hereof ) or rejected in a bankruptcy proceeding without,
in any case, the express prior written consent of Landlord;


 


(xviii)                   Tenant shall fail to maintain or otherwise permit
any lapse of policy or coverage with respect to any the insurance required to
be maintained by Paragraph 16 and such failure or lapse shall remain
uncured (i) as of the day prior to the effective date of cancellation of
any such policy or coverage as set forth in a written notice from the
applicable insurer, or, (ii) three (3) business days from the date on
which notice of such failure is given by Landlord, and


 


(xix)                           Tenant shall fail to restore any Security Deposit
then being held pursuant to the provisions of Paragraph 37 to its full amount
in accordance with the provisions of Paragraph 37(c) and such failure
continues for five (5) days after notice thereof from Landlord.


 


(b)                               Notwithstanding the provisions of Paragraph 22(a) above,
no notice or cure period shall be required in any one or more of the following
events: the occurrence of an Event of Default under clause (iv), (v), (vi),
(vii), (viii), (ix), (x), (xi), (xiii), (xvi), or (xvii)  of
Paragraph 22(a).


 


45

















 


(c)                                Tenant hereby covenants and agrees that it shall
deliver to Landlord, within three (3) business days after the Option Lapse
Date shall occur, the Beneficial Transfer Documents duly executed by Tenant (as
and where required).  If Tenant shall
fail to so execute and deliver to Landlord the Beneficial Transfer Documents as
aforesaid within such three (3) business day period, then, in addition to
the Events of Default set forth in Paragraph 22(a) above, such failure
shall constitute a limited remedy default (the “Limited Remedy Default”);
provided that Landlord’s sole remedy with respect to such Limited Remedy
Default shall be the right to foreclose upon Tenant’s beneficial interest in
the Leased Premises under the Landlord Mortgage (whether by judicial
foreclosure or power of sale), it being expressly acknowledged and agreed by
Tenant that no notice or cure period shall be required to be given by Landlord
under this Lease prior to the commencement of any such remedy by Landlord, that
such remedy shall be, to the fullest extent permitted by applicable Laws,
cumulative and concurrent and not exclusive of any other remedy that Landlord
may be entitled to with respect to any other Event of Default under this Lease
and shall be exercisable at the sole discretion of Landlord; provided that the
failure of Tenant to transfer beneficial title to the Leased Premises hereunder
shall not, by itself, operate to terminate this Lease or constitute a separate
Event of Default under Paragraph 22(a) hereof.  Upon the delivery of the Beneficial Transfer
Documents and the recording of the True Assignment and the payment of all
applicable transfer taxes thereon, Landlord shall record a satisfaction of the
Landlord Mortgage.


 


23.                               Remedies and Damages upon Default.


 


(a)                                If
an Event of Default shall have occurred and be continuing beyond the expiration
of any applicable notice and/or cure period, then Landlord shall have the
right, at its sole option, then or at any time thereafter, to exercise its
remedies and to collect damages from Tenant in accordance with this Paragraph
23 without further demand upon or notice to Tenant, except as otherwise
expressly provided below in this Paragraph 23 and, subject in all events, to
any conditions and limitations of applicable Law (including any additional
notice requirements under the New York RPAPL):


 


(i)                                     With
respect to any Event of Default beyond the expiration of any applicable notice
and cure period occurring prior to the Option Lapse Date (other than the
Limited Remedy Default), Landlord shall be entitled to exercise any and all
rights and remedies available to a mortgagee under the Laws of the State, as
secured creditor under the Landlord Mortgage. 
However, notwithstanding the foregoing, to the fullest extent permitted
by Law (if at all), Landlord shall be entitled to exercise any and all rights
and remedies available to Landlord under the terms of this Lease or to a lessor
under the Laws of the State (including any summary proceedings, such as
successive proceedings for non-payment of rent) other than a landlord/tenant
remedy with respect to (x) the termination of this Lease, (y) the
termination of Tenant’s right of possession of the Leased Premises or (z) the
repossession of the Leased Premises, all of which shall be governed by the
first sentence of this Paragraph 23(a)(i);


 


(ii)                                  With
respect to any Event of Default beyond the expiration of any applicable notice
and cure period occurring after the Option Lapse Date;


 


(A)                              Landlord
may terminate this Lease by giving Tenant written notice thereof; such
termination to be effective as of the date specified in such notice 


 


46

















 


unless a longer notice period is prescribed by
applicable Law (in which event, such longer period shall deemed set forth in
such notice and shall control).  Upon
such date, this Lease, the estate hereby granted and all rights of Tenant
hereunder shall expire and terminate and Tenant shall immediately surrender and
deliver possession of the Leased Premises to Landlord in accordance with and in
the condition required by Paragraph 26 hereof . 
If Tenant does not so surrender and deliver possession of all of the
Leased Premises, Landlord may re-enter and repossess any of the Leased Premises
not surrendered, pursuant to legal process, by peaceably entering any of the
Leased Premises and changing locks or by summary proceedings, ejectment or any
other lawful means or procedure.


 


(B)                                Landlord
may terminate Tenant’s right of possession (but not this Lease) and may
repossess the Leased Premises by any available legal process without thereby
releasing Tenant from any liability hereunder and without demand or notice of
any kind to Tenant and without terminating this Lease.


 


(C)                                Upon
or at any time after taking possession of any of the Leased Premises pursuant
to clause (ii)(A) or (ii)(B) above, Landlord may, pursuant to legal
process, remove any Persons or property therefrom (subject to the terms of any
SNDA).  Landlord shall be under no
liability for or by reason of any such entry, repossession or removal.  Notwithstanding such entry or repossession,
Landlord may collect the damages set forth in Paragraph 23(b)(i) and
23(b)(ii).


 


(D)                               After
repossession of any of the Leased Premises pursuant to clause (ii)(A) or
(ii)(B) above, Landlord shall have the right to relet any of the Leased
Premises to such tenant or tenants, for such term or terms, for such rent, on
such conditions and for such uses as Landlord in its sole discretion may
determine, and collect and receive any rents payable by reason of such
reletting.  Landlord may make such
Alterations in connection with such reletting as it may deem advisable in its
sole discretion.  Notwithstanding any
such reletting, Landlord may collect the damages set forth in Paragraph
23(b)(ii).  Landlord shall consider, in
its good faith business judgment, any reputable tenants or subtenants proposed
by Tenant that have a financial condition commensurate with the financial
obligations that would be imposed by the proposed lease or sublease and are
prepared to lease or sublet the Leased Premises, but Landlord shall be under no
obligation to accept such proposed tenants or subtenants and this provision
shall not alter the provisions of Paragraph 23(d) below or impose any
additional obligations on Landlord.


 


(E)                                 Landlord
may declare by notice to Tenant the entire Basic Rent (in the amount of Basic
Rent then in effect plus the agreed and reasonable assumed increases of 2.25%
on each Basic Rent Adjustment Date for the remainder of the then current Term
to be immediately due and payable. 
Tenant shall immediately pay to Landlord all such Basic Rent discounted
to its Present Value, all accrued Rent then due and unpaid, all other Monetary
Obligations which are then due and unpaid and all Monetary Obligations which
arise or become due by reason of such Event of Default (including any Costs of
Landlord).  Upon receipt by Landlord of
all such accelerated Basic Rent and Monetary Obligations, this Lease shall
remain in full force and effect and Tenant shall have the right to possession
of the Leased Premises from the date of such receipt by Landlord to the end of
the Term, and subject to all the provisions of this Lease, including the
obligation to pay all increases in Basic Rent and all 


 


47

















 


Monetary Obligations that subsequently become due,
except that (A) no Basic Rent which has been prepaid hereunder shall be
due thereafter during the said Term, and (B) Tenant shall have no option
to extend or renew the Term.


 


(b)                               The
following constitute damages to which Landlord shall be entitled (if and to the
extent permitted by applicable Law) if Landlord exercises its remedies under
Paragraph 23(a)(i), or Paragraph 23(a)(ii) clauses (A), (B), (C) or
(D), as the case may be:


 


(i)                                     If
Landlord exercises its remedies under the Landlord Mortgage under Paragraph
23(a)(i) then, upon written demand from Landlord, Tenant shall pay to
Landlord, as liquidated and agreed final damages for Tenant’s default and in
lieu of all current damages beyond the date of such demand (it being agreed
that it would be impracticable or extremely difficult to fix the actual
damages), an amount equal to the sum of (x) the applicable Default
Termination Yield, plus (y) the Acquisition Fee, plus (z) any
Prepayment Premium required to be made by Landlord to a Lender under a Note or
any other document evidencing or securing a Loan (other than payments of
principal and/or interest which Landlord is required to make under a Note or a
Mortgage) by reason of the prepayment or defeasance of the applicable
Loan.  Tenant shall also pay to Landlord
all accrued Rent then due and unpaid, all other Monetary Obligations which are
then due and unpaid, all Monetary Obligations which arise or become due by
reason of such Event of Default, including all Costs of Landlord in connection
therewith;


 


(ii)                                  If
Landlord exercises its remedy under Paragraphs 23(a)(ii) clauses (A),
(B) or (C), or (D) (if Landlord attempts to exercise such remedy and
is unsuccessful in reletting the Leased Premises), but not its remedy under
Paragraph 23(a)(ii) clause (E), then, upon written demand from
Landlord, Tenant shall pay to Landlord, as liquidated and agreed final damages
for Tenant’s default and in lieu of all current damages beyond the date of such
demand (it being agreed that it would be impracticable or extremely difficult
to fix the actual damages), an amount equal to the Present Value of the excess,
if any, of (A) all Basic Rent from the date of such demand to the date on
which the Term is scheduled to expire hereunder in the absence of any earlier
termination, re-entry or repossession over (B) the then fair market rental
value of the Leased Premises for the same period as determined by an arbitrator
meeting the qualifications set forth in clause (v) of Paragraph 29(a) hereof
selected by Landlord and employed at Tenant’s expense.  Tenant shall also pay to Landlord all accrued
Rent then due and unpaid, all other Monetary Obligations which are then due and
unpaid, all Monetary Obligations which arise or become due by reason of such
Event of Default, including any Costs of Landlord in connection with the
repossession of the Leased Premises and any attempted reletting thereof,
including all brokerage commissions, legal expenses, reasonable attorneys’
fees, employees’ expenses, costs of Alterations and expenses and preparation
for reletting.


 


(iii)                               If
Landlord exercises its remedy or remedies under Paragraphs 23(a)(ii), then
Tenant shall, until the end of what would have been the Term in the absence of
the termination of the Lease, and whether or not any of the Leased Premises
shall have been relet, be liable to Landlord for, and shall pay to Landlord, as
liquidated and agreed current damages all Monetary Obligations which would be
payable under this Lease by Tenant in the absence of such termination (and
which may be computed and due and payable in monthly installments on each Basic
Rent Payment Date) less the net proceeds, if any, of any reletting 


 


48

















 


pursuant to Paragraph 23(a)(ii) clause (D), after
deducting from such proceeds all of the Costs of Landlord (including the items
listed in the last sentence of Paragraph 23(b)(ii) above) incurred in
connection with such repossessing and reletting; provided, that if Landlord has
not relet the Leased Premises, such Costs of Landlord shall be considered to be
Monetary Obligations payable by Tenant. 
Tenant shall be and remain liable for all sums aforesaid, and Landlord
may recover such damages from Tenant and institute and maintain successive
actions or legal proceedings against Tenant for the recovery of such
damages.  Nothing herein contained shall
be deemed to require Landlord to wait to begin such action or other legal
proceedings until the date when the Term would have expired by its own terms
had there been no such Event of Default.


 


(iv)                              Subject
to the provisions of Paragraph 23(a) above and this Paragraph 23(b),
Landlord may recover all damages to which it is entitled herein from Tenant and
institute and maintain successive actions or legal proceedings (summary or
otherwise) against Tenant for the recovery of such damages.  Nothing herein contained shall be deemed to
require Landlord to wait to begin such action or other legal proceedings until
the date when the Term would have expired by its own terms had there been no
such Event of Default.


 


(c)                                Notwithstanding anything to the contrary herein
contained (but subject to the provisions of Paragraph 23(a)(i) and Paragraph
23 (b)(i)), in lieu of or in addition to any of the foregoing remedies and
damages, Landlord may institute any proceedings, summary or otherwise and
exercise any remedies and collect any damages available to it at law or in
equity under the applicable Laws of the State. 
If Landlord is unable to obtain full satisfaction pursuant to the
exercise of any remedy, it may pursue any other remedy which it has hereunder
or at law or in equity.


 


(d)                               Unless and only to the extent required to by
applicable Law, Landlord shall not be required to mitigate any of its damages
hereunder.  If any Law shall validly
limit the amount of any damages provided for herein to an amount which is less
than the amount agreed to herein, Landlord shall be entitled to the maximum amount
available under such Law.  If Landlord
commences any summary proceeding hereunder Tenant agrees that it shall not
interpose any counterclaim of whatever nature or description in any such
proceeding (except for any compulsory counterclaim).


 


(e)                                No termination of this Lease, repossession or
reletting of the Leased Premises, exercise of any remedy or collection of any
damages pursuant to this Paragraph 23 shall relieve Tenant of any Surviving
Obligations.


 


(f)                                  WITH RESPECT TO ANY REMEDY OR PROCEEDING OF LANDLORD
OR TENANT HEREUNDER, TENANT AND LANDLORD HEREBY WAIVE ANY RIGHT TO A TRIAL BY
JURY, PROVIDED, HOWEVER, THAT NEITHER LANDLORD NOR TENANT WAIVES ITS RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT
BY EITHER TENANT OR LANDLORD AGAINST THE OTHER IN ANY ACTION FOR PERSONAL
INJURY OR PROPERTY DAMAGE.


 


(g)                               Upon the occurrence of any Event of Default,
Landlord shall have the right (but no obligation) to perform any act required
of Tenant hereunder and, if performance 


 


49

















 


of such act requires that
Landlord enter the Leased Premises, Landlord may enter the Leased Premises for
such purpose.


 


(h)                               Intentionally Omitted.


 


(i)                                   Tenant hereby waives and surrenders, for itself and
all those claiming under it, including creditors of all kinds, (i) any
right and privilege which it or any of them may have under any present or
future Law to redeem any of the Leased Premises or to have a continuance of
this Lease after termination of this Lease or of Tenant’s right of occupancy or
possession pursuant to any court order or any provision hereof, (ii) to
the fullest extent, if any, permitted by applicable Law, the right to any
automatic stay in U. S Bankruptcy Court or similar State insolvency proceeding
with respect to the exercise by Landlord of its remedies as a mortgagee under
Paragraph 23(a)(i) whether through judicial foreclosure or power of sale,
and (iii) the benefits of any present or future Law which exempts property
from liability for debt or for distress for rent.


 


(j)                                   Except as otherwise provided herein, all remedies
are cumulative and concurrent and no remedy is exclusive of any other
remedy.  Each remedy may be exercised at
any time an Event of Default has occurred and is continuing and may be
exercised from time to time.  No remedy
shall be exhausted by any exercise thereof.


 


24.                               Notices.  All notices,
demands, requests, consents, approvals, offers, statements and other
instruments or communications required or permitted to be given pursuant to the
provisions of this Lease shall be in writing and shall be deemed to have been
given and received for all purposes when delivered in person or by Federal
Express or other reliable nationally recognized 24-hour delivery service or five
(5) business days after being deposited in the United States mail, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party as follows: Notices sent to Landlord shall be sent
c/o W. P. Carey & Co. LLC,
50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, to the
attention of Director, Asset Management, and notices to Tenant shall be c/o The
New York Times Company, 620 Eighth Avenue,
New York, New York 10018 to the attention of General Counsel and Chief
Financial Officer (in separate envelopes) and shall simultaneously be given by
Landlord to DLA Piper LLP, 1251 Avenue of the Americas, New York, New York,
10020 Attention:  Martin D. Polevoy, Esq.  A copy of any notice given by Tenant to
Landlord shall simultaneously be given by Tenant to Reed Smith LLP, 599
Lexington Avenue, 29th Floor, New York, New York, 10022, Attention:
Chairman, Real Estate Department.  For
the purposes of this Paragraph, any party may substitute another address stated
above (or substituted by a previous notice) for its address by giving fifteen
(15) days’ notice of the new address to the other party, in the manner provided
above.  Tenant covenants and agrees to
promptly deliver to Landlord a copy of any written notice or demand (i) received
by Tenant alleging any default or potential default by Tenant under any of the
Governing Documents or (ii) given by Tenant to any other Person alleging
any default or potential default by such Person under any of the Governing
Documents.  Tenant shall provide copies
of any written notice claiming a default by Tenant under (i) any of the
Governing Documents, and (ii) any other agreement with governmental or
quasi- governmental authority with respect to the Condominium or the Leased
Premises within three (3) business days of receipt thereof by Tenant
unless Landlord is a party entitled to direct notice under the term of such
document.


 


50

















 


25.                               Estoppel Certificate. 
At any time upon not less than fifteen (15) days’ prior written request
by either Landlord or Tenant (the “Requesting Party”) to the other party
(the “Responding Party”), the Responding Party shall deliver to the
Requesting Party a statement in writing, executed by an authorized officer of
the Responding Party, certifying (a) that, except as otherwise specified,
this Lease is unmodified and in full force and effect, (b) the dates to
which Basic Rent, Additional Rent and all other Monetary Obligations have been
paid, (c) that, to the knowledge of the signer of such certificate and
except as otherwise specified, no default by either Landlord or Tenant exists
hereunder, (d) such other matters directly related to this Lease as the
Requesting Party may reasonably request, and (e) if Tenant is the Responding
Party that, except as otherwise specified, there are no proceedings pending
against Tenant before or by any court or administrative agency which, if
adversely decided, would materially and adversely affect the financial
condition and operations of Tenant.  Any
such statements by the Responding Party may be relied upon by the Requesting
Party, any Person whom the Requesting Party notifies the Responding Party in
its request for the Certificate is an intended recipient or beneficiary of the
Certificate, any Lender or their assignees and by any prospective purchaser or
mortgagee of any of the Leased Premises. 
Any certificate required under this Paragraph 25 and delivered by Tenant
shall provide that the person signing same is duly authorized to do so, is
familiar with the Leased Premises and this Lease, and has made such reasonable
examination or investigation as is necessary to enable him to express an
informed opinion as to the subject matter of such certificate.


 


26.                               Surrender.  Upon the
expiration or earlier termination of this Lease, Tenant shall peaceably leave
and surrender the Leased Premises to Landlord in the same condition in which
the Leased Premises was at the commencement of this Lease, except as repaired,
rebuilt, restored, altered, replaced or added to as permitted or required by
any provision of this Lease, ordinary wear and tear excepted.  Upon such surrender, Tenant shall (a) remove
from the Leased Premises all of Tenant’s Personal Property and any other
personalty which is owned by third parties other than Landlord and all
Alterations required to be removed pursuant to Paragraph 13 hereof and (b) repair
any damage caused by such removal. 
Property not so removed shall become the property of Landlord, and
Landlord may thereafter cause such property to be removed from the Leased
Premises.  The cost of removing and
disposing of such property and repairing any damage to any of the Leased
Premises caused by such removal shall be paid by Tenant to Landlord upon
demand.  Landlord shall not in any manner
or to any extent be obligated to reimburse Tenant for any such property which
becomes the property of Landlord pursuant to this Paragraph 26.


 


27.                               No Merger of Title. 
There shall be no merger of the leasehold estate created by this Lease
with the fee estate in any of the Leased Premises by reason of the fact that
the same Person may acquire or hold or own, directly or indirectly, (a) the
leasehold estate created hereby or any part thereof or interest therein and (b) the
fee estate in any of the Leased Premises or any part thereof or interest
therein, unless and until all Persons having any interest in the interests
described in (a) and (b) above which are sought to be merged shall
join in a written instrument effecting such merger and shall duly record the
same.


 


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28.                               Books and Records.


 


(a)                                Tenant shall keep adequate records and books of
account with respect to the operation, subleasing, maintenance and repair of
the Leased Premises, in accordance with sound real estate practices and
principles, consistently applied, and shall permit Landlord and Lender by their
respective agents, accountants and attorneys, upon reasonable notice to Tenant,
to visit and inspect the Leased Premises and examine (and make copies of) the
records and books of account with respect to the Leased Premises and to discuss
the finances and business of Tenant with the officers of Tenant, upon
reasonable prior notice and at such reasonable times as may be requested by
Landlord.  Upon the request of Lender or
Landlord (either telephonically or in writing), Tenant shall provide the
requesting party with copies of any specific and reasonably identified
information to which such party would be entitled in the course of a personal
visit pursuant to the provisions of this Paragraph 28(a).


 


(b)                               So long as Tenant is a wholly-owned subsidiary of
Guarantor, Tenant shall cause to be delivered to Landlord and to Lender within
seventy-five (75) days of the close of each fiscal year of Guarantor, annual
audited financial statements of the Tenant Group certified by a nationally
recognized firm of independent certified public accountants.  If, at any time during the Term Tenant is not
a wholly-owned subsidiary of Guarantor, Tenant shall (i) deliver to
Landlord and Lender within seventy-five (75) days of the close of each fiscal
year of Tenant annual audited financial statements of Tenant certified by a
nationally recognized firm of independent certified public accountants, (ii) also
furnish to Landlord within thirty (30) days after the end of each of the three
remaining quarters unaudited financial statements and all other quarterly
reports of Tenant and the Tenant Group, certified by Tenant’s chief financial
officer, and all filings, if any, of Form 10-K, Form 10-Q and other
required filings with the Securities and Exchange Commission pursuant to the
provisions of the Securities Exchange Act of 1934, as amended, or any other
Law.  All financial statements shall be
prepared in accordance with GAAP consistently applied.  All annual financial statements shall be
accompanied (i) by an opinion of said accounting firm stating that (A) there
are no qualifications as to the scope of the audit and (B) the audit
was performed in accordance with GAAP and (ii) by the affidavit of the
president or a vice president of Tenant, dated within five (5) days
of the delivery of such statement, stating that (C) the affiant knows of
no Event of Default, or event which, upon notice or the passage of time or
both, would become an Event of Default which has occurred and is continuing
hereunder or, if any such event has occurred and is continuing, specifying the
nature and period of existence thereof and what action Tenant has taken or
proposes to take with respect thereto and (D) except as otherwise
specified in such affidavit, that Tenant has fulfilled all of its obligations
under this Lease which are required to be fulfilled on or prior to the date of
such affidavit.  Notwithstanding any of
the foregoing to the contrary, so long as the Guarantor of this Lease is a
public company and the consolidated quarterly and annual financials of
Guarantor (which must include Tenant as a part of the Tenant Group) which
Tenant would be otherwise required to cause to be delivered hereinabove are
available to Landlord via EDGAR or other online service at no material cost to
Landlord, then Landlord agrees that it shall obtain such quarterly and annual
financials through such service and neither Tenant nor Guarantor shall be
required to make the physical deliveries required hereinabove.  In the event that Landlord (or any direct or
indirect parent company) is required to disclose Tenant’s or Guarantor’s
financial statements, as the case may be (in whole or in summary form), in
order to comply with its public filing and disclosure requirements under the rules or
regulations promulgated by the Securities & Exchange Commission (“SEC”),
then Tenant or Guarantor, as the case may be, shall cause the certified public
accountants that audited its financial statements to provide Landlord with
written 


 


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consent to allow such auditor’s
report to be disclosed and/or incorporated by reference into Landlord’s or its
ultimate parent company’s SEC filings.


 


29.                               Determination of Value.


 


(a)                                Whenever a determination of FMRV is required
pursuant to any provision of this Lease, same shall be determined in accordance
with the following procedure:


 


(i)                                     Landlord and Tenant shall endeavor to agree upon
the FMRV not later than six (6) months prior to the Expiration Date of the
current Term and in any event shall commence such process not later than
sixty (60) days after the date (the “Applicable Initial Date”) on
which Tenant provides Landlord with notice of its intention to extend the Term
of this Lease, in whole or in part, pursuant to Paragraph 5(b) hereof, and
upon reaching such agreement, the parties shall execute an agreement setting
forth the amount of such FMRV.


 


(ii)                                  If the parties shall not have signed such
agreement within sixty  (60) days after the Applicable Initial Date, Tenant
shall within thirty (30) days after the Applicable Initial Date select an
arbitrator and notify Landlord in writing of the name, address and
qualifications of such arbitrator. 
Within twenty (20) days following Landlord’s receipt of Tenant’s
notice of the arbitrator selected by Tenant, Landlord shall select an
arbitrator and notify Tenant of the name, address and qualifications of such
arbitrator.  Such two arbitrators shall
endeavor to agree upon FMRV based on a written determination made by each of them
(and given to Landlord by Tenant).  If
such two arbitrators shall agree upon a FMRV, the amount of such FMRV as so
agreed shall be binding and conclusive upon Landlord and Tenant.


 


(iii)                               If such two arbitrators shall be unable to agree
upon a FMRV within thirty (30) days after the selection of an arbitrator
by Landlord, then such arbitrators shall advise Landlord and Tenant of their
respective determination of FMRV and thereafter shall select a third arbitrator
to make the determination of FMRV and shall provide such third arbitrator with
written notice of their respective determinations of FMRV.  In making such determination, the third
arbitrator’s only option shall be to select either the FMRV as determined by
Tenant’s arbitrator or the FMRV as determined by Landlord’s arbitrator which
such third arbitrator determines to be closest to his determination of FMRV for
the Leased Premises or portion thereof that is the subject of the applicable
Renewal Term, without modification, and, thereafter, to notify Landlord and
Tenant of such arbitrator’s selection. 
The selection of the third arbitrator and the determination of FMRV by
such third arbitrator shall be binding and conclusive upon Landlord and Tenant,
and either party may seek to enter such third arbitrator’s determination of
FMRV as a judgment in the Supreme Court, New York County.


 


(iv)                              If such two arbitrators shall be unable to agree
upon the designation of a third arbitrator within twenty (20) days after the
expiration of the thirty (30) day period referred to in clause (iii) above,
or if such third arbitrator does not make a determination of FMRV within
forty-five (45) days after his selection, then such third arbitrator or a
substituted third arbitrator, as applicable, shall, at the request of either party
hereto, be appointed by the President or Chairman of the Real Estate Board of
New York.  The determination of FMRV made
by the third arbitrator appointed pursuant hereto shall be made within
forty-five (45) days after such appointment.


 


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(v)                                 Each arbitrator selected or appointed pursuant to
this Paragraph 29(a) shall (A) have no right, power or authority
to alter or modify the provisions of this Lease, (B) utilize the
definition of FMRV set forth above, and (C) be at least a managing
director, vice president or principal of a nationally or regionally recognized
real estate brokerage firm and have not less than ten (10) years
experience in Manhattan as a licensed broker or appraiser with substantial experience
with respect to the leasing of significant blocks of space in “class A”
high-rise office buildings in Manhattan similar to the Building, and (E) be
currently registered or licensed as a real estate broker in the New York State.


 


(vi)                              The Cost of the procedure described in this
Paragraph 29(a) above shall be paid as follows: Each party shall pay
its own costs related to its arbitrator and determination of FMRV and the costs
of the third arbitrator shall be shared on a 50/50 basis by Landlord and Tenant.


 


(b)                               If, by virtue of any delay, FMRV is not
determined by the expiration or termination of the then current Term, then
until FMRV is determined, Tenant shall continue to pay Basic Rent during the
succeeding Renewal Term in the same amount which it was obligated under this
Lease to pay prior to the commencement of the Renewal Term.  When FMRV is determined, the appropriate
Basic Rent shall be calculated retroactive to the commencement of the Renewal
Term and Tenant shall either receive a refund from Landlord (in the case of an
overpayment) or shall pay any deficiency to Landlord (in the case of an
underpayment).


 


(c)                                In determining FMRV, the arbitrators shall
determine the amount that a willing tenant would pay, and a willing landlord of
a comparable building located in midtown Manhattan would accept, at arm’s
length, to rent first class office space of comparable size and quality as the
Improvements, taking into account all relevant factors.  The arbitrators shall further assume that no
default then exists under the Lease, that Tenant has complied (and will comply)
with all provisions of the Lease, and that no Event of Default exists under the
Guaranty.


 


30.                               Non-Recourse as to Landlord. 
(a)              Anything contained herein to the contrary
notwithstanding, any claim based on or in respect of any liability of Landlord
under this Lease shall be limited to actual damages and shall be enforced only
against the Leased Premises and not against any other assets, properties or
funds of (i) Landlord, (ii) any director, officer, member, general
partner, shareholder, limited partner, beneficiary, employee or agent of
Landlord or any members or general partners of Landlord (or any legal
representative, heir, estate, successor or assign of any thereof), (iii) any
predecessor or successor partnership or corporation (or other entity) of
Landlord or any of its general partners, shareholders, officers, directors,
members, employees or agents, either directly or through Landlord or its
general partners, shareholders, officers, directors, employees or agents or any
predecessor or successor partnership or corporation (or other entity), or (iv) any
Person affiliated with any of the foregoing, or any director, officer, employee
or agent of any thereof.


 


(b)                               Notwithstanding the foregoing, Tenant shall not
be precluded from instituting legal proceedings for the purpose of making a
claim against Landlord on account of 


 


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an alleged violation of Landlord’s
obligations under this Lease or any tortuous conduct or act of Landlord or any
employees or agent of Landlord, subject, however, to Paragraph 30(a) above.


 


31.                               Financing.


 


(a)                                Tenant
agrees to pay, not later than five (5) business days following written
request from Landlord (or upon the date of this Lease with respect to costs and
expenses incurred as of such date): (i) all costs and expenses incurred by
Landlord in connection with the initial purchase and leasing of the Leased
Premises, including, without limitation, transfer taxes, mortgage recording
taxes, PILOMRT and recording fees and charges, the cost of appraisals,
environmental reports, property condition report and zoning reports; UCC and
related searches; owner’s title insurance charges and premiums (including
endorsements), the cost of surveys; the costs of any updates to any of the
foregoing or any reliance letters required in connection therewith; and the
fees and expenses of Landlord’s counsel, and (ii) all costs and expenses
incurred by Landlord in connection with the financing of the initial Loan,
whether such initial Loan occurs concurrently with or subsequent to the
consummation of this Lease (but not any extensions, modifications, or
refinancing thereof), including without limitation, any “points”, application
charges, commitment fees, costs of updates or additions to searches or any of
the reports identified under clause (i) hereof or any reliance letters
required in connection therewith, Lender’s title charges and premiums
(including endorsements), and the fees and expenses of Lender’s counsel;
provided that notwithstanding anything to the contrary contained herein, Tenant
shall not be responsible for the payment of any costs and expenses incurred by
Landlord in connection with the financing of such initial Loan in excess, in
the aggregate, of $3,500,000 (excluding any PILOMRT or mortgage recording tax
payable by Tenant in accordance with the provision of this Lease); and,
provided further, that Landlord
agrees that it shall use good faith and commercially reasonable efforts to
negotiate then current market or customary “points” and fees in connection with
such initial Loan consistent with other mortgages held by institutional lenders
for similar properties and incur commercially reasonable costs and expenses in
connection with such initial Loan transaction. 
Notwithstanding anything to the contrary contained herein, if any Lender
shall refuse to accept an assignment of the WPC II Mortgage in connection with
the making of the initial Loan, then the amount of any mortgage recording tax
or PILOMRT due in connection with the recording of such Lender’s Mortgage shall
be split equally between Landlord and Tenant up to the amount of such tax
payable for a mortgage loan of $155,000,000 (with Tenant’s portion thereof
payable as Additional Rent hereunder) and any incremental additional amount of
such tax due on any portion of such loan amount above $155,000,000 shall be
payable by Landlord.


 


(b)                               In
connection with any Loan, (i) Landlord shall not incur principal
indebtedness thereunder in excess of $225,000,000 at any time prior to the
Option Lapse Date (ii) in no event
shall the monthly payment of principal and interest due in connection with such
Loan, in the aggregate, exceed the Basic Rent then payable under this Lease
with respect to such month, (iii) Landlord shall promptly notify Tenant in writing of the
prepayment timeframes and terms of any Mortgage entered into by Landlord, (iv) Landlord
shall not enter into any Mortgage on the Leased Premises that has a lock-out
period precluding prepayment or defeasance during the entirety of the Option
Window, (v) if Landlord enters into a Loan on the Leased Premises that
does not allow Tenant an opportunity to prepay the Loan at par during the
Option Window, then Landlord shall be responsible for the applicable Prepayment
Premium if Tenant exercises its 


 


55

















 


Purchase Option during such
Option Window, and (vi) Landlord agrees that it shall use good
faith and commercially reasonable efforts to negotiate then current “market” or
customary prepayment premiums in connection with any such Loan, taking into
account the credit and financial standing of Tenant and Guarantor at the time
Loan is made, current market circumstances and the type and amounts of prepayment
premiums or penalties which are generally being required in connection with
mortgages held by institutional lenders for similar properties (or similar
leasehold interests therein), similarly situated (including, without
limitation, mortgages anticipated to be subject to a securitization);
specifically, Landlord will use
good faith  and commercially reasonable efforts (but without
legal obligation) to obtain from the applicable Lender (x) the ability to
prepay the Loan “at par” (i.e., without prepayment premiums or penalties or
defeasance costs) in connection with a termination of the Lease and purchase of
the Leased Premises pursuant to a rejectable offer made by Tenant under
Paragraph 18 hereof, and (y) as long of an “at par” prepayment period immediately
prior to maturity of the Loan as then current markets permit without adversely
altering the economics of the Loan (z)  the ability to extend
the Loan an additional six (6) months in the event that a
widespread capital markets disruption not related to the Tenant or Guarantor’s
credit makes an earlier payoff and refinancing problematic (provided that
such extension period does not result in any changes in the Loan economics
that is adverse to Landlord (including interest rate or amortization
schedule changes).  Tenant shall not be responsible for any
transaction costs or fees incurred by Landlord in connection with
any refinancing of the initial Loan.


 


(c)                                Tenant agrees to pay, within three (3) business
days of written demand therefor, any cost, charge or expense (other than the
principal of the Note and interest thereon at the contract rate of interest
specified therein) imposed upon Landlord by Lender pursuant to the Note, the
Mortgage or the Assignment which is caused by or results from any Event of
Default by Tenant under any provision of this Lease.


 


(d)                               If Landlord desires to obtain or refinance any
Loan (including by an assignment of the WPC II Mortgage), Tenant agrees (i) to
reasonably cooperate and negotiate in good faith with Landlord and the applicable
Lender concerning any request made by such Lender or proposed Lender for
changes or modifications in this Lease, including, without limitation,
supplying any such Lender with such notices and information as Tenant is
required to give to Landlord hereunder and to extend the rights of Landlord
hereunder to any such Lender and to consent to such financing if such consent
is requested by such Lender and (ii) to join onto the applicable Mortgage
as a signatory thereto (the “Joinder”) for the purposes of making Tenant’s
beneficial estate in the Leased Premises subject to such Mortgage and the
rights and remedies of Lender thereunder; provided that: (A) such Lender
provides Tenant with an SNDA consistent with the provisions of Paragraph 32(a) below,
(B) Tenant shall have no obligation to pay or perform any obligation of
Landlord under the Mortgage, but shall be provided with notice and cure
provisions customarily granted to a ground lessor that subjects its fee to the
lien of a mortgage in connection with a leasehold financing, and (C) to
the extent Tenant elects to pay any monthly debt service or incurs any other
expense in order to cure a default by Landlord under such Mortgage that was not
the result of a default by Tenant under this Lease then Tenant shall be
entitled to a credit against the next monthly installment of Basic Rent due
hereunder equal to the amount so paid or expended, (D) if such Loan is
accelerated and Tenant elects to satisfy such Loan in full in order to cure a
default by Landlord under such Mortgage that was not the result of a default by
Tenant under this Lease, then Tenant shall be entitled to reduction in the
amount of 


 


56

















 


the Option Price equal to the
amount so paid or expended to satisfy such loan in full equal to the amount so
paid or expended; and Landlord hereby acknowledges and agrees to such rights
and remedies of Tenant hereinabove described and agrees to same, whether or not
Landlord is a party to any such SNDA or other document between Tenant and
Lender setting forth such rights. 
Further, Tenant shall execute such other documents, certificates, or
agreements as such Lender reasonably requires in connection with such
financing, including an SNDA consistent with the provisions of this Paragraph
31(d) and Paragraph 32(a) below. 
Notwithstanding the foregoing Tenant shall not be required to any enter
into any such document, instrument or agreement, other than the Joinder or the
SNDA, if same decreases any right, benefit or privilege of Tenant under this
Lease or increase Tenant’s obligations under this Lease, beyond a de minimis
extent.


 


32.                               Subordination, Non-Disturbance and
Attornment; Landlord’s Waiver.


 


(a)                                This
Lease and Tenant’s interest hereunder shall be subordinate to any Mortgage
(other than the Landlord Mortgage) hereafter placed upon the Leased Premises,
and to any and all advances made or to be made thereunder, to the interest
thereon, and all renewals, replacements and extensions thereof, provided that,
with respect to any such Mortgage, a separate SNDA in recordable form shall be
duly executed by the holder of any such Mortgage and delivered to Tenant, which
SNDA shall (i) provide for the recognition of all of the provisions this
Lease and all Tenant’s rights and benefits hereunder (including, without
limitation, the Purchase Option and the right of first refusal in accordance
with the terms and conditions of this Lease) unless and until an Event of
Default exists or Landlord shall have the right to terminate this Lease
pursuant to any applicable provision hereof or applicable Laws and (ii) shall
provide Tenant with the rights set forth in clauses (B), (C), and (D)of
Paragraph 31(d)(ii)above.  Subject to the
foregoing, such SNDA shall be in the applicable Lender’s then customary form
subject to reasonable changes consistent with then current market terms and
practices then generally followed by institutional lenders and otherwise
reasonably satisfactory to Lender and Tenant.


 


(b)                               Landlord
agrees that, upon the request of any Person that shall be Tenant’s senior
secured lender, subordinate senior lender, purchase money equipment lender or
an equipment lessor of Tenant, Landlord shall execute and deliver a
commercially reasonable waiver of Landlord’s statutory lien rights, if any, and
a consent and agreement with respect to the respective rights of Landlord and
such Person regarding the security interests in, and the timing and removal of,
any inventory, equipment or other collateral in which such Person has a secured
interest (the “Collateral”), in form and substance reasonably acceptable
to Landlord, so long as such waiver and agreement (i) provides for the
indemnification of Landlord against any claims by Tenant or any Person claiming
through Tenant and against any physical damage caused to the Leased Premises,
in connection with the removal of any of the Collateral by such Person, (ii) expressly
excludes any claim by such Person to any right, title or interest in or to any
of the Equipment as defined in this Lease, (iii) provides for a
reasonable, but limited, timeframe for the removal of such Collateral by such
Person after the expiration of which same shall be deemed abandoned, and (iv) provides
for the per diem payment of Basic Rent due hereunder by such Person for each
day following the date of the expiration or termination of this Lease
thereafter that Landlord permits such Person’s Collateral to remain in the
Leased Premises.


 


57

















 


33.                               Tax Treatment; Reporting.  (a) 
Notwithstanding any other provision of this Lease, the parties hereto hereby
agree that it is the intent of the parties to create, and this Lease shall be
treated as, a financing Lease in accordance with the terms of this Paragraph 33
from the Commencement Date up to the Option Lapse Date and thereafter as a true
lease in accordance with the terms of this Paragraph 33.  Landlord and Tenant acknowledge and agree
that commencing as of the Commencement Date of this Lease and continuing until
the Option Lapse Date each of Landlord and Tenant shall treat the transactions
pursuant to the PSA, together with the transactions pursuant to this Lease and
the Security Documents, for all accounting and federal, state and local tax
purposes (including, without limitation, income taxes) as a loan by Landlord to
Tenant in the amount of the Acquisition Cost, and not as a sale and leaseback
of the Leased Premises.  Consistent with
the immediately preceding sentence, Landlord and Tenant acknowledge and agree
that for all accounting and federal, state and local tax purposes (a) Tenant
shall be treated as the beneficial owner of the Leased Premises and the
Equipment (subject to Landlord’s secured interest therein), and eligible to
claim depreciation and amortization deductions with respect to the Leased
Premises under Section 167 or 168 of the Internal Revenue Code
of 1986, as amended (the “Code”); (b) the Basic Rent and any
Supplemental Rent shall be treated as interest expense of Tenant and interest
income of Landlord, (c) Landlord and Tenant shall treat the Option Price,
if paid, as (i) a repayment of loan principal up to the amount of the
Acquisition Cost and (ii) interest expense of Tenant and interest income
of Landlord to the extent the Option Price exceeds the Acquisition Cost and
such interest income and interest expense shall be accrued as original issue
discount and included in income by the Landlord and as an expense by the Tenant
in accordance with Code Sections 1272 et  seq; and Tenant agrees
to prepare the applicable Form 1099-OID reports in accordance with such
OID Schedule.  Landlord and Tenant agree
that (x) as soon as practicable after the execution and delivery of this
Lease, they shall use commercially reasonable efforts and reasonably cooperate
to create and agree upon a schedule (the “OID Schedule”)that will set
forth in detail the amounts of accrued interest income and expense arising from
the original issue discount described in the immediately preceding sentence,
and (y) in the event of any dispute between the Landlord and Tenant with
respect to the calculation of the amounts to be set forth in the schedule as
described in clause (x) above, then an independent accounting firm engaged
by the Tenant shall settle such dispute and determine such amounts and such
determination of such firm shall be final and binding upon Landlord and
Tenant.  For the period up to the Option
Lapse Date Landlord and Tenant agree to prepare all financial statements and
file all federal, state and local income tax returns and reports in a manner
consistent with the provisions of this Paragraph 33(a) and shall not take
any position inconsistent with the provisions of this Paragraph 33(a) with
any income tax or other governmental authority; provided that, nothing in this
Lease shall be deemed to constitute a guaranty, warranty or representation by
either Landlord or Tenant as to the proper treatment of the transactions under
the PSA or this Lease for any income tax purpose or any other purpose.


 


(b)                               From
and after the Option Lapse Date, (i) the financing lease treatment of this
Lease as described in Paragraph 33(a) above shall be of no further force
or effect and Landlord and Tenant each expressly acknowledge and agree that
effective as of the Option Lapse Date each shall treat this transaction as a
true lease for all accounting and federal, state and local income tax purposes
(and shall report this transaction as a lease for Federal income tax purposes)
and (ii) for federal income tax purposes each shall report this Lease as a
true lease with Landlord as the owner of the Leased Premises and Equipment and
Tenant as the 


 


58

















 


lessee of such Leased Premises and Equipment
including: (1) treating Landlord as the owner of the property eligible to
claim depreciation deductions with respect to the Leased Premises and Equipment
under the Code, (2) Tenant reporting its Rent payments as rent expense
under Section 162 of the Code, and (3) Landlord reporting the
Rent payments as rental income; provided that, nothing in this Lease shall be
deemed to constitute a guaranty, warranty or representation by either Landlord
or Tenant as to the proper treatment of this transaction for state law purposes
and for federal income tax purposes.


 


(c)                                If
at any time this Lease is determined to be or is recharacterized as a true
lease, irrespective of the intent of the parties hereto, by any State or local
taxing authority, then to the extent any real property transfer taxes are
determined by such authorities to be due, then all such transfer taxes,
together with any interest and penalties thereon, shall be paid by Tenant, and
if same are not timely paid, Landlord may pay same and Tenant shall reimburse
Landlord for such amount, together with interest thereon at the Default Rate
from the date paid by Landlord until repaid by Tenant, as Additional Rent
hereunder


 


(d)                               As
more fully described in Paragraph 33(a), Landlord and Tenant acknowledge
that until the Option Lapse Date the transactions under the PSA and the
transactions under this Lease shall be treated for income tax purposes as a
deemed loan (the “Deemed Loan”) in the amount of the Acquisition Cost
and that the Basic Rent, the Supplemental Rent, if any, and the excess of the
Option Price over the Acquisition Cost shall be treated as interest on the
Deemed Loan for income tax purposes (and such interest income and interest
expense attributable to the excess of the Option Price over the Acquisition
Cost shall be accrued as original issue discount and included in income by the
Landlord and as an expense by the Tenant in accordance with the OID
Schedule).  Landlord and Tenant intend
that the Deemed Loan shall not be subject to the limits (the “AHYDO Limits”)
on (including deferral of) the deduction of original issue discount set forth in
Section 163(e)(5) of the Code, or any successor provision of similar
effect.  In addition to all other amounts
payable by Tenant under this Lease, on each Basic Rent Payment Date Tenant
shall pay a supplemental rent (“Supplemental Rent”) to Landlord in the
minimum amount necessary to prevent the Deemed Loan from being subject to the
AHYDO Limits.  Each such minimum amount
of Supplemental Rent shall be determined by Tenant in accordance with the Section 163(i) of
the Code, as in effect from time to time, and all authoritative interpretations
thereof, including but not limited to any final, temporary and proposed
Treasury Regulations, Revenue Rulings, Revenue Procedures and relevant court
opinions.  If Tenant determines that
Tenant is required to pay Supplemental Rent (or to modify the amount or timing
of any Supplemental Rent otherwise payable), Tenant shall deliver written
notice of such determination to Landlord not fewer than thirty (30) days before
the first Basic Rent Payment Date on which such Supplemental Rent is payable
(or to which such modification applies), together with a schedule of the amount
of Supplemental Rent required to be paid on such Basic Rent Payment Date and
each Basic Rent Payment Date thereafter. 
If Tenant pays any Supplemental Rent, the Option Price shall be reduced
by an amount equal to the sum of the amounts of all payments of Supplemental
Rent, provided and upon condition that in no event that the Option Price be
reduced below $225,000,000.


 


59

















 


34.                               Option to Purchase.


 


(a)                                Landlord does hereby
give and grant to Tenant the option (the “Purchase Option”) to
re-acquire all right, title and interest in and to the Leased Premises free of
the lien of the Landlord Mortgage (i) for a purchase price (the “Purchase
Price”) equal to the Option Price and (ii) exercisable on a
date (the “Purchase Date “) selected by Tenant that is not later than
six (6) months prior to the maturity date of the Loan then encumbering the
Leased Premises (as same may be extended as described in Paragraph 31(b) hereof,
the “Loan Maturity Date”), provided that such Loan Maturity Date must
occur sometime within a period commencing not later than three (3) months
prior to the 10th anniversary of the Commencement Date and ending not later
than twelve (12) months after the date of the 10th anniversary of the
Commencement Date (the “Option Window”), subject to the terms
below.  Tenant must give irrevocable
written notice (the “Option Notice”) of its intention to exercise the
Purchase Option not earlier than eighteen (18) months nor later
than nine (9) months before the beginning of the Option Window
(provided if no Loan is then in place at the time Tenant has the right to give
an Option Notice, then Tenant may give such Option Notice and close on any date
selected by Tenant occurring during the ninety (90) day period immediately
after the date of the 10th anniversary of the Commencement Date).  Landlord shall not be permitted to amend the
prepayment timeframes and/or prepayment terms of any Loan in any manner that is
less favorable to Tenant during the period commencing six (6) months prior
to the beginning of Tenant’s Option Notice period and continuing until its
expiration, without Tenant’s consent (not to be unreasonably withheld or
delayed).  If Tenant desires to close on
a Purchase Date that is not at least six (6) months prior to the Loan
Maturity Date (in order to leave Landlord sufficient time to refinance the
Loan), then Tenant may shorten such period by up to three (3) months by
depositing with an escrow agent and under escrow terms which shall each be
mutually acceptable to Landlord and Tenant a non-refundable, interest-bearing
deposit in an amount equal to five (5%) percent of the Option Price on or
before the date that is six (6) months prior to the Loan Maturity
Date.  In addition, Tenant may close on
any other earlier date during the Option Window (that is not subject to lockout
under the terms of the applicable Loan) so long as Tenant pays any and all
Prepayment Premiums that may be due. 
Notwithstanding anything to the contrary contained herein, Tenant shall
not be permitted to deliver,  and Landlord
shall not be obligated to accept, an Option Notice at any time that a monetary
Event of Default shall have occurred and then be continuing under this Lease,
but the acceptance of such Option Notice by Landlord shall not constitute, or
be deemed or construed as, a waiver by Landlord or a cure of any Event of
Default under this Lease.


 


(b)                               If Tenant shall exercise the foregoing Purchase
Option, then on the later to occur of (i) the Option Purchase Date or
(ii) the date when Tenant has paid the Option Price and has satisfied all
other Monetary Obligations, Landlord shall convey the Leased Premises to Tenant
in accordance with Paragraph 20 hereof; provided, that Landlord, shall not
be obligated to honor Tenant’s Purchase Option at any time after the Option
Lapse Date unless Tenant has timely exercised such Purchase Option and
Landlord, through no fault of Tenant has failed to convey the Leased Premises
to Tenant.  IF (i) THIS LEASE SHALL
TERMINATE FOR ANY REASON PRIOR TO THE DATE ORIGINALLY FIXED HEREIN FOR THE
EXPIRATION OF THE TERM, OR (ii) IF TENANT SHALL FAIL TO GIVE THE OPTION
EXERCISE NOTICE, TIME BEING OF THE ESSENCE, OR (iii) THE TRANSACTION
DOCUMENTS HAVE BEEN MODIFIED, REFORMED OR REPLACED WITHOUT THE CONSENT OF
LANDLORD PURSUANT TO A PROCEEDING UNDER THE U.S. BANKRUPTCY CODE OR OTHERWISE,
THEN, IN ANY SUCH EVENT, THE OPTION 


 


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PROVIDED IN THIS
PARAGRAPH 34 AND ANY EXERCISE THEREOF BY TENANT SHALL CEASE AND TERMINATE
AND SHALL BE NULL AND VOID.  IN SUCH
EVENT TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS
LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS
OPTION.  The Purchase Option shall not be
transferable by Tenant to any Person independent of this Lease and the
assignment and assumption of all of the obligations of Tenant hereunder to the
extent permitted under Paragraph 21 hereof; provided that Tenant shall be
permitted to (x) assign this Purchase Option at any time during the Option
Window so long as Tenant has previously delivered the irrevocable Option Notice
or (y) so long as Tenant has previously delivered the irrevocable Option
Notice, designate a Person to whom Landlord shall assign all of its rights,
title and interest in and to the Leased Premises at the closing of the Purchase
Option on the Purchase Date.  If Tenant
has not satisfied all Remaining Obligations under this Lease which have arisen
on or prior to the Purchase Date on the Purchase Date, then Tenant shall
nevertheless be entitled to close the Purchase Option provided that Tenant
satisfies all Monetary Obligations at such closing and Guarantor provides an
indemnification, defense and hold harmless agreement reasonably satisfactory to
Landlord from and against such other non-monetary obligations and liabilities
of Tenant under the Lease.


 


35.                               Right of First Offer.


 


(a)                                If
Landlord decides to offer the Leased Premises for sale to any third party,
Landlord shall first offer by written notice (the “ROFO Offer”) to sell
the Leased Premises to Tenant for a specific purchase price (the “ROFO
Purchase Price”) and, upon such other material economic and non-economic
terms and conditions as Landlord, in Landlord’s sole discretion, would
otherwise intend to offer to sell the Leased Premises to any third party, prior
to Landlord’s offering to sell the Leased Premises to any such third party;
except that the terms and conditions of any such sale to Tenant shall be (i) consistent
with the terms and provisions of this Paragraph 35 and (ii) the sale
to Tenant shall be “AS IS”, “WHERE IS”, without representation or warranty by
Landlord.  If Landlord shall make the
ROFO Offer, then, whether or not Tenant has accepted the ROFO Offer,  Landlord shall have the unilateral right, in Landlord’s
sole discretion, to revoke the ROFO Offer if any monetary Event of Default
exists under this Lease on the date on which Landlord shall give, or would otherwise
be required to give, Tenant the ROFO Offer.


 


(b)                               Tenant
shall have the right to accept the ROFO Offer only by giving Landlord written
notice of such acceptance (the “ROFO Notice”) within fifty (50)
days after delivery by Landlord to Tenant of the ROFO Offer.  Time shall be of the
essence with respect to said fifty (50) day period and delivery of the
ROFO Notice by Tenant.
Tenant shall thereafter have forty-five (45) days to arrange financing and
complete due diligence, after which a non-refundable 3% good faith deposit will
be posted, and the transaction must close within twenty (20) days
thereafter.  If Tenant shall
accept the ROFO Offer, Tenant shall execute any documentation reasonably
required by Landlord to reflect Tenant’s acceptance of the ROFO Offer.


 


(c)                                If
Tenant does not accept, or fails to accept, the ROFO Offer in accordance with
the provisions herein, Landlord shall be under no further obligation with
respect to such ROFO Offer pursuant to the terms contained herein, and except
as expressly hereinafter 


 


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provided below in
this Paragraph 35(c), Tenant shall be deemed to have forever waived and
relinquished its right to such ROFO Offer and Landlord shall thereafter be
entitled to market the Leased Premises to others upon such terms and conditions
as Landlord in its sole discretion may determine, subject to the following: (1) if
the price (the “Third Party Price”) for which Landlord intends to enter
into a binding contract with a third party (a “Third Party Contract”) to
sell the Leased Premises is less than ninety five percent (95%) of the
ROFO Purchase Price offered to Tenant or (2) Landlord does not consummate
the closing of such Third Party Contract within one hundred eighty (180) days
after the last day that Tenant could have timely accepted such ROFO Offer under
Paragraph 35(b) above, then Landlord shall be required to again offer the
Leased Premises to Tenant at the Third Party Price and Tenant shall have thirty
(30) days in which to accept the Third Party Price and, if accepted, shall
thereafter close in accordance with the terms of the Third Party Contract
..  Tenant’s right under this Paragraph 35
shall apply to each subsequent decision by Landlord or any successor Landlord
to sell its interest in the Leased Premises, unless Tenant had previously
deliver a ROFO Notice hereunder and thereafter defaulted in its obligation to
close the transaction on the applicable purchase date which default resulted in
a termination by Landlord of the applicable contract.


 


(d)                               If
Tenant does not timely deliver the ROFO Notice and the Leased Premises are
transferred to a third party, Tenant will attorn to such third party as
Landlord so long as such third party and Landlord notify Tenant in writing of
such transfer.  At the request of
Landlord, Tenant will execute such documents confirming the agreement referred
to above and such other agreements as Landlord may reasonably request, provided
that such agreements do not increase the liabilities and obligations of Tenant
hereunder or decrease Tenant’s rights and benefits hereunder.  If Tenant accepts the ROFO Offer under
Paragraph 35(b) or (c) above and thereafter defaults in it s
obligation to close such purchase transaction, then Tenant shall be deemed to
have forever waived and relinquished its right to acquire the Leased Premises
under this Paragraph 35 and this Paragraph 35 shall be of no further force or
effect (and Tenant shall, within ten (10) days after Landlord’s request
therefor, deliver an instrument in form reasonably satisfactory to Landlord
confirming the aforesaid waiver and deletion of this Paragraph 35 from the
Lease, but no such instrument shall be necessary to make the provisions hereof
effective), and Landlord shall thereafter be entitled to market the Leased
Premises to others upon such terms and conditions as Landlord in its sole
discretion may determine at any time thereafter.


 


(e)                                Notwithstanding
anything to the contrary contained herein, the provisions of this Paragraph 35
shall not apply to or prohibit (i) any mortgaging, subjection to deed of
trust or other collateral assignment or hypothecation of Landlord’s interest in
the Leased Premises, (ii) any sale of the Leased Premises pursuant to a
private power of sale under or judicial foreclosure of any Mortgage to which
Landlord’s interest in the Leased Premises is now or hereafter subject, (iii) any
transfer of Landlord’s interest in the Leased Premises to a Lender, beneficiary
under deed of trust or other holder of a security interest therein or their
designees by deed in lieu of foreclosure, (iv) any transfer of the Leased
Premises to any governmental or quasi-governmental agency with power of
condemnation, (v) any transfer of the Leased Premises or any interest
therein or in Landlord to any of the following entities (each, a “CPA Entity”):
Corporate Property Associates 14 Incorporated, Corporate Property Associates
15, Incorporated, Corporate Property Associates 16-Global Incorporated,
Corporate Property Associates 17-Global Incorporated or CPA 17 Limited
Partnership, or any combination thereof or any of their respective direct or
indirect subsidiaries, or to any entity for whom W.P. Carey & Co. LLC
or 


 


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any of its
affiliates or subsidiaries provides management or advisory services or
investment advice, (vi) a transfer to any Person to whom a CPA Entity
sells all or substantially all of its assets or equity interests (viii) any
transfer of the Leased Premises to any of the successors or assigns of any of
the Persons referred to in the foregoing clauses (i) through (iv).


 


(f)                                  If
the Leased Premises is purchased by Tenant pursuant to this Paragraph 35,
Landlord need not convey any better title thereto than that which was conveyed
to Landlord, and Tenant shall accept such title, subject, however, to the
Permitted Encumbrances and to all other liens, exceptions and restrictions on,
against or relating to any of the Leased Premises and to all applicable Laws,
except that Landlord shall cause to be removed of record the lien of and
security interest created by any Mortgage (including the Landlord Mortgage) or
assignment of leases and rents and liens, exceptions and restrictions on,
against or relating to the Leased Premises which have been created by or
resulted solely from acts of Landlord after the date of this Lease, unless the
same are Permitted Encumbrances or customary utility easements benefiting the
Leased Premises or were created with the written consent of Tenant or the
Condominium Board or as a result of a default by Tenant under this Lease.


 


(g)                               Upon
the date fixed for a purchase of the Leased Premises pursuant to this Paragraph
35 (or such other date mutually acceptable to Landlord and Tenant but in no
event later than the date specified in the Third Party Contract, if applicable
(the “Purchase Date”), Tenant shall pay to Landlord, or to any Person to
whom Landlord directs payment, the balance of the ROFO Purchase Price and all
other sums payable by Tenant under the ROFO Offer, in Federal Funds, and
Landlord shall execute and deliver to Tenant or its designee (i) an
assignment of the Severance Lease which describe the Leased Premises being
conveyed and conveys the title thereto as provided in Paragraph 35(f) above,
(ii) a termination of this Lease and a termination of the memorandum of
lease in recordable form, and (iii) such other instruments as shall be
necessary to transfer the Leased Premises to Tenant or its designee.  If on the Purchase Date any Monetary
Obligations remain outstanding Tenant shall pay to Landlord on the Purchase
Date the amount of such Monetary Obligations. 
Upon the completion of such purchase by Tenant or its designee, this
Lease and all obligations and liabilities of Tenant hereunder shall terminate,
except any obligations of Tenant under this Lease, actual or contingent, which
arise on or prior to the expiration or termination of this Lease or which
survive such expiration or termination by their own terms.  Any prepaid Monetary Obligations paid to
Landlord shall be prorated as of the Purchase Date, and the prorated unapplied
balance shall be deducted from the ROFO Purchase Price due to Landlord;
provided, that no apportionment of any Impositions shall be made upon any such
purchase.


 


(i)                                   If
the completion of the purchase by Tenant or its designee pursuant to this
Paragraph 35 shall be delayed after the date scheduled for such purchase, Basic
Rent and Additional Rent shall continue to be due and payable until completion
of such purchase.  The provisions of
Paragraph 21(i) hereof regarding restrictions on a sale of the Leased
Premises to a Tenant Competitor shall apply to this Paragraph 35.


 


63
















 


36.                               Miscellaneous.


 


(a)                                The paragraph headings in this Lease are used
only for convenience in finding the subject matters and are not part of this
Lease or to be used in determining the intent of the parties or otherwise
interpreting this Lease.


 


(b)                               As used in this Lease, the singular shall include
the plural and any gender shall include all genders as the context requires and
the following words and phrases shall have the following meanings:  (i) “including” shall mean “including
without limitation”; (ii) “provisions” shall mean “provisions, terms,
agreements, covenants and/or conditions”; (iii) “lien” shall mean “lien,
charge, encumbrance, title retention agreement, pledge, security interest,
mortgage and/or deed of trust”; (iv) “obligation” shall mean “obligation,
duty, agreement, liability, covenant and/or condition”; (v) “any of the
Leased Premises” shall mean “the Leased Premises or any part thereof or
interest therein”; (vi) “any of the Land” shall mean “the Land or any part
thereof or interest therein”; (vii) “any of the Improvements” shall mean “the
Improvements or any part thereof or interest therein”; and (viii) “any of
the Equipment” shall mean “the Equipment or any part thereof or interest
therein”.


 


(c)                                Any act which Landlord is permitted to perform
under this Lease may be performed at any time and from time to time by Landlord
or any person or entity designated by Landlord. 
Landlord shall not unreasonably withhold, delay or condition its consent
whenever such consent is required under this Lease, except as otherwise
specifically provided in this Lease (including, without limitation, with
respect to any assignment of this Lease or subletting of the Leased Premises
which shall be governed by the express terms of Paragraph 21 hereof).  In any instance in which Landlord
agrees not to act unreasonably, Tenant hereby waives any claim for damages
against or liability of Landlord which is based upon a claim that Landlord has
unreasonably withheld, delayed or conditioned any consent or approval requested
by Tenant, and Tenant agrees that its sole remedy shall be an action for
declaratory judgment.  If with respect to
any required consent or approval Landlord is required by the express provisions
of this Lease not to unreasonably withhold or delay its consent or approval,
and if it is determined in any such proceeding referred to in the preceding
sentence that Landlord acted unreasonably, the requested consent or approval
shall be deemed to have been granted; however, Landlord shall have no liability
whatsoever to Tenant for its refusal or failure to give such consent or
approval except that Landlord shall reimburse Tenant for its reasonable
attorneys fees and court costs incurred in connection with such proceeding if
Tenant so prevails.  Tenant’s sole remedy
for Landlord’s unreasonably withholding or delaying, consent or approval shall
be as provided in this Paragraph.  Notwithstanding anything to the contrary
contain herein, except and only to the extent otherwise expressly provided in
this Lease, in no event shall Landlord or Tenant be liable for any
consequential indirect or punitive damages.


 


(d)                               Landlord shall in no event be construed for any
purpose to be a partner, joint venturer or associate of Tenant or of any
subtenant, operator, concessionaire or licensee of Tenant with respect to any
of the Leased Premises or otherwise in the conduct of their respective
businesses.


 


(e)                                This Lease and any documents which may be
executed by Tenant on or about the effective date hereof at Landlord’s request
constitute the entire agreement between the parties and supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto relating to the Leased Premises and the transactions provided for 


 


64

















 


herein.  Landlord and Tenant are business entities
having substantial experience with the subject matter of this Lease and have
each fully participated in the negotiation and drafting of this Lease.  Accordingly, this Lease shall be construed
without regard to the rule that ambiguities in a document are to be
construed against the drafter.


 


(f)                                  This Lease may be modified, amended, discharged
or waived only by an agreement in writing signed by the party against whom
enforcement of any such modification, amendment, discharge or waiver is sought.


 


(g)                               The covenants of this Lease shall run with the
land and bind Landlord and Tenant, their respective successors and assigns and
all present and subsequent encumbrancers and subtenants of any of the Leased
Premises, and shall inure to the benefit of Landlord and Tenant and their
respective successors and assigns.  If
there is more than one Tenant, the obligations of each shall be joint and
several.


 


(h)                               If any one or more of the provisions contained in
this Lease shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Lease, but this Lease shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.


 


(i)                                   All exhibits attached hereto are incorporated
herein as if fully set forth.


 


(j)                                   This Lease shall be governed by and construed and
enforced in accordance with the laws of the State.


 


(k)                                Tenant
is not, nor will Tenant become (i) a Person with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of
Foreign Asset Control (“OFAC”) of the Department of the Treasury (including
those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action or (ii) a Person who
violates the U.S. Foreign Corrupt Practices Act 15 U.S.C. §§78dd-1, 78dd-2 and
78dd-3 and Tenant not will engage in any dealings or transactions or be
otherwise associated with such persons or entities.


 


(l)                                   Landlord
is not, nor will Landlord become (i) a Person with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of
Foreign Asset Control (“OFAC”) of the Department of the Treasury (including
those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action or (ii) a Person who
violates the U.S. Foreign Corrupt Practices Act 15 U.S.C. §§78dd-1, 78dd-2 and
78dd-3 and Landlord not will engage in any dealings or transactions or be
otherwise associated with such persons or entities.


 


65

















 


(m)                             This
Lease may be executed in a number of counterparts and by different parties
hereto in separate counterparts each of which, when so executed, shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.  For purposes
of the consummation of this Lease and the transactions contemplated hereby, the
parties hereto may execute this Lease by electronic signature, but shall
promptly thereafter execute and deliver to each other fully executed “wet
signature” counterpart originals.


 


(n)                               Each
of Landlord and Tenant agrees that it shall throughout the Term of this Lease
maintain its status as a single purpose, bankruptcy remote entity and
acknowledges and agrees that in entering into this transaction the other party
hereto has relied upon such corporate separateness, and the maintenance of its
single purpose, bankruptcy remote entity status.


 


(o)                               Except as may be otherwise expressly provided to
the contrary in this Lease, no failure of Landlord or Tenant (i) to insist
at any time upon the strict performance of any provision of this Lease or (ii) to
exercise any option, right, power or remedy contained in this Lease shall be
construed as a waiver, modification or relinquishment thereof ; provided that
nothing herein is intended to alter, diminish or supersede any “time of the
essence” provision or any forfeiture or waiver of any right of Tenant with
respect to any Renewal Term, the Purchase Option or any right of first refusal
contained herein.  A receipt by Landlord
of any sum in satisfaction of any Monetary Obligation with knowledge of the
breach of any provision hereof shall not be deemed a waiver of such breach, and
no waiver by Landlord of any provision hereof shall be deemed to have been made
unless expressed in a writing signed by Landlord.


 


(p)                               Tenant
shall, within ten (10) days after written request, re-make, re-execute,
re-deliver, and/or file or cause the same to be done, such corrected or
replacement documents executed in connection with this Lease transaction (“Section 36(p) Documents”),
as Landlord may deem reasonably necessary in order to give effect to the rights
expressly conferred on Landlord pursuant to this Lease and the Transaction
Documents such that the documents for this transaction shall be an accurate
reflection of the parties’ agreement hereunder provided however, under no
circumstances shall Tenant’s obligations and/or liabilities be increased by
reason of the Section 36(p) Documents nor shall Tenant’s rights
and/or benefits be decreased by reason of the Section 36(p) Documents.


 


37.                               Security
Deposit.


 


(a)                                Concurrently
with the mutual execution of this Lease, Tenant shall deliver to Landlord a
security deposit (the “Security Deposit”) in the amount of
$20,000,000.00.  The Security Deposit
shall be in the form an irrevocable letter of credit (the “Letter of Credit”)
issued by a bank acceptable to Landlord and having a long-term unsecured debt
rating of not less than “A-” from Standard & Poor’s Corporation or “A3”
from Moody’s Investor Services, Inc. (an “Acceptable Rated Bank”)
and in form and substance satisfactory to Landlord.  The Security Deposit shall remain in full
force and effect during the Term, subject to the provisions of Paragraph 37(b) as
security for the payment by Tenant of the Rent and all other charges or
payments to be paid hereunder and the performance of the covenants and
obligations contained herein, and the Letter of Credit shall be renewed at
least thirty (30) days prior to any expiration thereof.  If Tenant fails to renew the Letter of Credit
by such date, time being of the essence, 


 


66

















 


Landlord shall have the right at any time after the
thirtieth (30th)
day before such expiration date to draw on the Letter of Credit and to deposit
the proceeds of the Letter of Credit as a cash security deposit in an interest
bearing account for the benefit of Landlord at an Acceptable Rate Bank (such
proceeds, plus any interest earned thereon, a “Cash Security Deposit”).  The Cash Security Deposit shall be held in a
segregated security deposit account and not be commingled with other funds of
Landlord or other Persons, and upon written request of Tenant (provided that no
monetary Event of Default has occurred and is then continuing) such Cash
Security Deposit shall be held in short-term US Treasury instruments or a
short-term US Treasury backed money market fund reasonably satisfactory to
Landlord.  Tenant shall have the right at
any time after a Cash Security Deposit is made to replace such Cash Security
Deposit with a Letter of Credit meeting the requirements of this Paragraph
37(a).  Notwithstanding the foregoing,
Landlord hereby approves Bank of America as the initial issuer of the Letter of
Credit; provided that, if Bank of America no longer qualifies an Acceptable
Rated Bank, then Landlord shall have the right to request a replacement Letter
of Credit from a bank that meets the debt rating criteria for an Acceptable
Rated Bank set forth above in this Paragraph 37(a).


 


(b)                               Notwithstanding
anything to the contrary set forth in this Lease, at any time after the
Commencement Date, Tenant shall be entitled to a return of the Security Deposit
(an “Earnout”) provided that Tenant shall have met the Earnout Criteria
and provided further that no Event of Default has occurred and is then
continuing at the time of the proposed Earnout. 
If Tenant desires a return of the Security Deposit in accordance with
the provisions set forth in this Paragraph 37, then on the applicable date
Tenant shall provide Landlord (or Lender) with written notice requesting same
(the “Earnout Notice”); provided that such Earnout Notice may not be
delivered prior to the public disclosure by Guarantor of the facts constituting
the Earnout Criteria in its 8K financial report to the SEC (or, as to clause (C) below
only, a certificate from the Chief Financial Officer of Guarantor certifying
that Guarantor is in compliance with terms of said clause (C)), and in such
event Landlord shall, within ten (10) days after receipt of Tenant’s
written notice, return the Letter of Credit or Cash Security Deposit, as the
case may be, to Tenant.  As used in this
Paragraph 37, the term “Earnout Criteria” shall mean the occurrence of any one
of the following events: (A) sale of
all or a portion of the Guarantor’s interest in New England Sports Ventures LLC
for a purchase price of not less than $100,000,000.00, (B) the refinancing
of the Guarantor’s Revolving Credit Agreement maturing June, 2011, for a minimum
of a three (3) year term with an unused capacity of not less than
$100,000,000.00, or (C) Guarantor having an invested cash balance of
$100,000,000 or more as of July 30, 2011; provided that such invested cash
is not the result of any borrowing under any indebtedness maturing prior to March 31,
2014 or the refinancing of any existing indebtedness with a maturity date prior
to March 31, 2014.


 


(c)                                If
at any time an Event of Default shall have occurred and be continuing, Landlord
shall be entitled, at its sole discretion, to draw on the Letter of Credit or
to withdraw the Cash Security Deposit from the above-described account and to
apply the proceeds in payment of (i) any Rent or other charges for the
payment of which Tenant shall be in arrears beyond the expiration of any
applicable notice cure period, (ii) any expense incurred by Landlord in
curing any Event of Default of Tenant, and/or (iii) any other sums due to
Landlord in connection with any Event of Default or the curing thereof, and (iv) if
this Lease is terminated or Landlord has commenced any other remedies under
Paragraph 23 hereof, any damages to which Landlord is entitled, in the exercise
of its rights and remedies under said Paragraph 23, or to do 


 


67

















 


any combination of the foregoing, all in such order or
priority as Landlord shall so determine in its sole discretion and Tenant
acknowledges and agrees that such proceeds shall not constitute assets or funds
of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall
be, for all purposes, the property of Landlord (or Lender, to the extent
assigned).  Tenant further acknowledges
and agrees that (1) Landlord’s application of the proceeds of the Letter
of Credit or Cash Security Deposit towards the payment of Basic Rent,
Additional Rent or the reduction of any damages due Landlord in accordance with
Paragraph 23 of this Lease, constitutes a fair and reasonable use of such
proceeds, and (2) the application of such proceeds by Landlord towards the
payment of Basic Rent, Additional Rent or any other sums due under this Lease
shall not constitute a cure by Tenant of the applicable default provided that
an Event of Default shall not exist if Tenant restores the Security Deposit to
its full amount within five (5) business days and in accordance with
the requirements of this Paragraph 37, so that the original amount of the
Security Deposit shall be again on deposit with Landlord.


 


(d)                               At
the expiration or earlier termination of the Term (other than a default
termination) and so long as no Event of Default then exists, the Letter of
Credit (or the Cash Security Deposit that replaces the Letter of Credit, as the
case may be), shall be returned to Tenant within ten (10) days after such
expiration or earlier termination of the Term.


 


(e)                                Landlord
shall have the right to designate Lender or any other holder of a Mortgage as
the beneficiary of the Security Deposit during the term of the applicable Loan,
and such Lender or other holder of a Mortgage shall have all of the rights of
Landlord under this Paragraph 37; provided that, such Lender (and any
subsequent assignee or holder of the Security Deposit ) agrees in writing with
or for the benefit of Tenant that Lender’s rights in and to such Security Deposit
are subject to the terms and provisions of this Paragraph 37.  Tenant covenants and agrees to execute such
consent or other transfer document, if any, as may be reasonably requested by
Landlord from time to time solely for the purpose of changing the holder of the
Security Deposit as hereinabove provided.


 


REMAINDER OF PAGE LEFT
INTENTIONALLY BLANK


 


68

















 


IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed under seal as of the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: 620 EIGHTH GP NYT (NY) LLC, a Delaware limited liability company,
  its general partner

  
	
   

  	
   

  
	
   

  	
  By: CPA:17 LIMITED PARTNERSHIP, a Delaware limited partnership, its
  sole member

  
	
   

  	
   

  
	
   

  	
  By: CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED, a
  Maryland corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Jason E. Fox

  
	
   

  	
  Name:  Jason E. Fox

  
	
   

  	
  Title:    Executive Director

  
	
   

  	
   

  
	
  WITNESS:

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NYT REAL ESTATE COMPANY, LLC, a
  New York limited liability company,

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth A.
  Richieri

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name: Kenneth A.
  Richieri

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title: Manager

  
									



 


SIGNATURE PAGE TO
LEASE AGREEMENT FOR NEW YORK TIMES


 

















 


EXHIBIT A


 


PREMISES


 


The Condominium Units (in the Building
located at and known as THE NEW YORK TIMES BUILDING CONDOMINIUM and by Street
Number 620-628 8TH AVENUE, NEW YORK, NEW YORK), designated and described as
Units (SEE SCHEDULE ANNEXED) (hereinafter called the “Units”) in the
Declaration Establishing a Plan of Leasehold Condominium Ownership of Premises
made by The New York Times Building LLC, as Declarant, under the Condominium
Act of The State of New York (Article 9-B of the Real Property Law of the
State of New York), dated as of August 4, 2006 and recorded August 15,
2006 in the Office of the Register The City of New York (the “Register”), as
CRFN 2006000460293, as amended by First Amendment to Declaration dated January 29,
2007 and recorded February 8, 2007 as CRFN 2007000075106, Second Amendment
to Declaration dated October 11, 2007 and recorded January 8, 2008 as
CRFN 2008000008734, Third Amendment to Declaration dated March 6, 2009 and
to be recorded with the Register, and Fourth Amendment to Declaration, dated as
of March 6, 2009, and to be recorded with the Register, subject to receipt
of the City Surveyor’s stamp on the amended floor plans (which Declaration, and
any further amendments thereto, are hereinafter collectively called the
“Declaration”), establishing a plan for leasehold condominium ownership of said
Building and the land upon which the same is erected (hereinafter sometimes
collectively called the “Property”) and also designated and described as Tax
Lots No. (SEE SCHEDULE ANNEXED), Block 1012 Section 4, Borough of
MANHATTAN on the Tax Map of the Real Property Assessment Department of the City
of New York and on the floor plans of said Building certified by Daniel Kaplan,
approved by the Real Property Assessment Bureau on August 13, 2006 and
filed as Condominium Plan No. 1595 on August 15, 2006 in the
aforesaid Register’s Office.


 


The land upon which the Building containing
the Units is erected as follows:


 


ALL that certain plot, piece or parcel of
land, situate, lying and being in the Borough of Manhattan, County of New York,
City and State of New York, bounded and described as follows:


 


BEGINNING at the corner formed by the
intersection of the northerly line of West 40th Street with the easterly line
of 8th Avenue,


 


RUNNING THENCE northerly along said easterly
line of 8th Avenue, 197 feet 6 inches to the corner formed by the intersection
of the easterly side of 8th Avenue with the southerly line of West 41st Street;


 


THENCE easterly along said southerly line of
West 41st Street, 400 feet;


 


THENCE southerly and parallel to said
easterly line of 8th Avenue, 197 feet 6 inches to the northerly line of west
40th Street;


 


THENCE westerly along said northerly line of
West 40th Street, 400 feet to the point or place of BEGINNING,


 


EXHIBIT A TO LEASE
AGREEMENT FOR NEW YORK TIMES


 

















 


TOGETHER with an undivided percentage
interest (SEE SCHEDULE ANNEXED) in the Common Elements and the NYTC Limited
Common Elements (as such terms are defined in the Declaration) of the New York
Times Building Condominium, recorded as CRFN 2006000460293 as amended.


 

















 


SCHEDULE
OF UNITS


 


	
  UNIT DESIGNATION

  	
   

  	
  TAX LOT

  	
   

  	
  PERCENTAGE INTEREST

  IN COMMON ELEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0-A

  	
   

  	
  1001

  	
   

  	
  0.6627

  	
  %

  
	
  1- A

  	
   

  	
  1003

  	
   

  	
  2.0132

  	
  %

  
	
  1-E

  	
   

  	
  1007

  	
   

  	
  0.0691

  	
  %

  
	
  2-A

  	
   

  	
  1009

  	
   

  	
  4.7805

  	
  %

  
	
  3-A

  	
   

  	
  1010

  	
   

  	
  4.7579

  	
  %

  
	
  4-A

  	
   

  	
  1011

  	
   

  	
  4.5636

  	
  %

  
	
  5-A

  	
   

  	
  1012

  	
   

  	
  1.6352

  	
  %

  
	
  6-A

  	
   

  	
  1013

  	
   

  	
  1.7325

  	
  %

  
	
  7-A

  	
   

  	
  1014

  	
   

  	
  1.7325

  	
  %

  
	
  8-A

  	
   

  	
  1015

  	
   

  	
  1.7325

  	
  %

  
	
  9-A

  	
   

  	
  1016

  	
   

  	
  1.7325

  	
  %

  
	
  10-A

  	
   

  	
  1017

  	
   

  	
  1.7325

  	
  %

  
	
  11-A

  	
   

  	
  1018

  	
   

  	
  1.7325

  	
  %

  
	
  12-A

  	
   

  	
  1019

  	
   

  	
  1.7325

  	
  %

  
	
  13-A

  	
   

  	
  1020

  	
   

  	
  1.7325

  	
  %

  
	
  14-A

  	
   

  	
  1021

  	
   

  	
  1.7440

  	
  %

  
	
  15-A

  	
   

  	
  1022

  	
   

  	
  1.3998

  	
  %

  
	
  16-A

  	
   

  	
  1023

  	
   

  	
  1.7484

  	
  %

  
	
  17-A

  	
   

  	
  1024

  	
   

  	
  1.7207

  	
  %

  
	
  18-A

  	
   

  	
  1025

  	
   

  	
  1.7711

  	
  %

  
	
  19-A

  	
   

  	
  1026

  	
   

  	
  1.7711

  	
  %

  
	
  20-A

  	
   

  	
  1027

  	
   

  	
  1.7711

  	
  %

  
	
  28-A

  	
   

  	
  1035

  	
   

  	
  0.4446

  	
  %

  



 

















 


EXHIBIT B


 


MACHINERY AND EQUIPMENT


 


All fixtures, machinery, apparatus, equipment, fittings and appliances of
every kind and nature whatsoever now or hereafter affixed or attached to or
installed in any of the Leased Premises (except as hereafter provided),
including all electrical, anti-pollution, heating, lighting (including hanging
fluorescent lighting), incinerating, power, air cooling, air conditioning,
humidification, sprinkling, plumbing, lifting, cleaning, fire prevention, fire
extinguishing, security, and ventilating systems, devices and machinery and all
engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks),
motors, conduits, ducts, steam circulation coils, blowers, steam lines,
compressors, oil burners, boilers, doors, windows, loading platforms, lavatory
facilities, stairwells, fencing (including cyclone fencing), passenger and
freight elevators, overhead cranes and garage units, together with all
additions thereto, substitutions therefor and replacements thereof required or
permitted by this Lease, but excluding Tenant’s Personal Property and all other
personal property and all trade fixtures, machinery, office, manufacturing and
warehouse equipment which are not necessary to the operation of the Building
which constitutes part of the Leased Premises for the uses permitted under
Paragraph 4(a) of this Lease.


 


EXHIBIT B TO LEASE AGREEMENT FOR NEW YORK TIMES


 


1

















 


EXHIBIT C


 


PERMITTED ENCUMBRANCES


 


1.                                                   Local
real estate taxes, PILOT and assessments, not yet due and payable.


 


2.                                                   State
of facts as shown on survey by Earl B. Lovell- S.P. Belcher, Inc., dated
9/15/2007 and brought to date by visual examination by Roland K. Link, Land
Surveyor, on 12/11/2008.


 


3.                                                   Terms,
Provisions, Covenants and Restrictions in Declaration of Covenants and
Restrictions made by New York State Urban Development Corporation dated as of
6/21/1988 and recorded 4/20/1990 in Reel 1686, Page 1.


 


a)                                    Amendment
to the Declaration of Covenants and Restrictions made by New York State Urban
Development Corporation d/b/a Empire State Development Corporation dated as of
7/10/1996 and recorded 8/8/1996 in Reel 2354 Page 437.


 


b)                                   Unrecorded
Amendment dated as of 12/13/1996.


 


c)                                    Second
Amendment to the Declaration of Covenants and Restrictions made by New York
State Urban Development Corporation d/b/a Empire State Development Corporation
dated as of 6/30/1998 and recorded 11/4/1998 in Reel 2744 Page 241.


 


d)                                   Third
Amendment to the Declaration of Covenants and Restrictions made by New York
State Urban Development Corporation d/b/a Empire State Development Corporation
dated as of 12/1/2000, recorded 3/13/2001 in Reel 3250 Page 1618.


 


e)                                    Fourth
Amendment to the Declaration of Covenants and Restrictions made by New York
State Urban Development Corporation d/b/a Empire State Development Corporation
dated as of 12/1/2000, recorded 3/13/2001 in Reel 3250 Page 1752.


 


4.                                                   Terms,
Provisions, Covenants and Restrictions in Declaration of Covenants and
Restrictions made by NEW YORK STATE URBAN DEVELOPMENT CORPORATION dated of June 21,
1988, recorded April 20, 1990 in Reel 1686 Page 383 (benefits
premises described herein and other premises not a part of the transaction).


 


5.                                                   Terms
and conditions of Site 8 South Land Acquisition and Development Agreement by
and among NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE
DEVELOPMENT CORPORATION, 42ND ST. DEVELOPMENT PROJECT, INC. and THE NEW YORK
TIMES BUILDING LLC (“LADA”), recorded 10/24/2003 as CRFN 2003000433119 as
amended by CRFN 2003000433120.


 


6.                                                   Terms
and conditions of Site 8 South Declaration of Design, Use and Operation by NEW
YORK STATE URBAN DEVELOPMENT CORPORATION, d/b/a EMPIRE STATE DEVELOPMENT
CORPORATION and 42ND ST. DEVELOPMENT PROJECT, INC. (“DUO”), recorded 10/24/2003
as CRFN 2003000433121.


 


EXHIBIT C TO LEASE AGREEMENT FOR NEW YORK TIMES


 


1

















 


7.                                                   Terms
and conditions of Site 8 South Project Agreement by and among NEW YORK STATE
URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT CORPORATION, 42ND
ST. DEVELOPMENT PROJECT, INC., THE NEW YORK TIMES BUILDING LLC, NYT REAL ESTATE
COMPANY LLC and FC LION LLC (“Project Agreement”), recorded 10/24/2003 as CRFN
2003000433116.


 


(a) Unrecorded Agreement dated as of 6/21/88
recited in Article I. Sec. 1.01.


 


8.                                                   Terms,
Covenants, Conditions and Reversionary Rights contained in Deeds dated 9/8/2003
and recorded 10/24/2003 as CRFN 2003000433117 and CRFN 2003000433118.


 


9.                                                   Terms,
Conditions and Provisions in Lease, as evidenced by Memorandum of Agreement of
Lease, including an Option to Purchase, between 42ND ST. DEVELOPMENT PROJECT,
INC. and THE NEW YORK TIMES BUILDING LLC, dated 12/12/2001, recorded 10/24/2003
as CRFN 2003000433122.


 


a)                                    Letter
Agreement dated 4/8/2004 (as cited in Lease Assignment made by and between The
New York Times Building LLC and 42nd St. Development Project, Inc. under
CRFN 2006000644732).


 


b)                                   Lease
Assignment (Assignment and Assumption Agreement) made by and between The New
York Times Building LLC (assignor) and 42nd St. Development Project, Inc.(assignee)
dated as of 8/15/2006, recorded 11/20/2006 as CRFN 2006000644732.


 


c)                                    Amended
and Restated Agreement of Lease by and between 42nd St. Development Project, Inc.
(landlord) and 42nd St. Development Project, Inc. (tenant) dated as of
8/15/2006, 11/20/2006 as CRFN 2006000644736 and further amended by CRFN 2007000100154.


 


10.                                             Terms,
Conditions and Provisions in Sublease, as evidenced by Memorandum of Agreement
of Sublease between THE NEW YORK TIMES BUILDING LLC and NYT REAL ESTATE COMPANY
LLC dated 12/12/2001, recorded 10/24/2003 as CRFN 2003000433125.


 


a)            Lease Assignment
(Assignment and Assumption Agreement ) made by and between THE NEW YORK TIMES
BUILDING LLC (ASSIGNOR) and 42ND ST. DEVELOPMENT PROJECT, INC. (assignee) dated
as of 8/15/2006, recorded 11/20/2006 as CRFN 2006000644732, WHICH ASSIGNS
Landlord’s Interest in Lease.


 


b)           First Amendment to
Agreement of Sublease (NYT) by and between 42ND ST.. DEVEOPMENT PROJECT, INC. (landlord) and
NYT REAL ESTATE COMPANY LLC (Tenant) dated as of 8/15/2006, recorded 11/20/2006
as CRFN 2006000644735, as further amended by Second Amendment to Agreement of
Sublease (NYT) by and between 42ND ST. DEVELOPMENT PROJECT, INC. (landlord) and
NYT REAL ESTATE COMPANY LLC (Tenant) dated as of 1/29/2007, recorded 2/22/2007
as CRFN 2007000100157, and by Third Amendment to Agreement of Sublease (NYT) by
and between 42ND ST. 


 


EXHIBIT C TO LEASE AGREEMENT FOR NEW YORK TIMES


 


2

















 


DEVELOPMENT PROJECT, INC. (landlord) and NYT REAL
ESTATE COMPANY LLC (tenant) dated as of March 6, 2009, to be recorded.


 


11.                                             Easement
Agreement between THE NEW YORK TIMES BUILDING LLC, THE NEW YORK CITY TRANSIT
AUTHORITY, 42ND ST. DEVELOPMENT PROJECT, INC. and THE CITY OF NEW YORK dated
12/12/2001, recorded 10/24/2003 as CRFN 2003000433126, which relates to among other
things the Subway Entrance as shown on Survey aforementioned.


 


10.                                             12.   Terms,
provisions, covenants, restrictions, conditions and options contained in and
rights and easements established by Declaration of Leasehold Condominium and
By-Laws dated 8/4/2006, recorded 8/15/2006 as CRFN 2006000460293, as amended by
First Amendment to Declaration dated 1/29/07 and recorded 2/8/07 as CRFN
2007000025106, Second amendment to Declaration dated 10/11/07 and recorded
1/8/08 as  CRFN 2008000008234, Third
Amendment to Declaration date 3/6/09 and to be recorded with the Register, and
Fourth Amendment to Declaration dated as of 3/6/09 and to be recorded with the
Register.


 


EXHIBIT C TO LEASE AGREEMENT FOR NEW YORK TIMES


 


3
















 


EXHIBIT D


 


BASIC RENT PAYMENTS


 


1.             Basic
Rent.


 


 (a)          Initial
Term.  Subject to the adjustments
provided for in Paragraph 2 below, Basic Rent payable in respect of the Term
shall be at the per annum rate set forth on Schedule “D-1” annexed
hereto corresponding to the applicable Lease Year set forth thereon, payable
monthly in advance, on each Basic Rent Payment Date, in equal installments as
per said Schedule “D-1” annexed hereto. 
Pro rata Basic Rent for the period from the date hereof through the last
calendar day of March, 2009 shall be
paid on the date hereof.


 


 (b)          Renewal
Term.  During any Renewal Term,
Annual Basic Rent for each applicable Renewal Term shall be an amount equal to
the greater of (x) 95% of FMRV as of the first day of the applicable Renewal
Term, as determined in accordance with Paragraph 29 of this Lease, and (y) the
Basic Rent then in effect for the immediately preceding Lease Year, shall be
payable in equal monthly installments in advance.  Only if the Basic Rent for any Renewal Term is
determined to be the Basic Rent under clause (y) hereinabove (“Escalated
Basic Rent”), then same shall be subject to the annual adjustments provided
for in Paragraph 2, below.  In the event of any extension of
the Term of this Lease with respect to only a portion of the Leased Premises
under Paragraph 5(c) of this Lease (the “Retained Floors”), Basic
Rent shall be based upon the same formula as hereinabove provided (i. e., the
greater of (x) or (y)) but shall be pro rated at the same Basic Rent per
rentable square foot multiplied by the percentage that the rentable square
footage of the Retained Floors bear to the rentable square footage of the
entire Leased Premises (including the Retained Floors but exclusive of the
Cellar Space) as same is set forth in Paragraph 1 of this Lease.


 


2.             Adjustments
to Basic Rent.  With respect to any
Renewal Term, Escalated Basic Rent shall not be adjusted until the April 1st first occurring after the first anniversary of
the applicable Renewal Term.  As of such April 1st date and thereafter on each succeeding April 1st during the applicable Renewal Term, Escalated
Basic Rent shall be increased by 2.25% over the Basic Rent in effect for the
most recent one (1) year period immediately preceding each of the
foregoing dates (each such date being hereinafter referred to as the “Basic
Rent Adjustment Date”).


 


3.             Effective as of a given Basic Rent Adjustment
Date, Basic Rent payable under this Lease until the next succeeding Basic Rent
Adjustment Date shall be the Basic Rent in effect after the adjustment provided
for as of such Basic Rent Adjustment Date. 
Notice of the new annual Basic Rent shall be delivered to Tenant on or
before the tenth (10th) day preceding each Basic Rent Adjustment Date, but any
failure to do so by Landlord shall not be or be deemed to be a waiver by
Landlord of Landlord’s rights to collect such sums. Tenant shall pay to
Landlord, within ten (10) days after a notice of the new annual Basic Rent
is delivered to Tenant, all amounts due from Tenant, but unpaid, because the
stated amount as set forth above was not delivered to Tenant at least ten (10) business
days preceding the Basic Rent Adjustment Date in question.


 


EXHIBIT D TO LEASE
AGREEMENT FOR NEW YORK TIMES


 

















 


SCHEDULE D-1


 


Basic Rent Schedule


 


	
  Lease Year

  	
   

  	
  Annual Rent

  	
   

  	
  Monthly Rent

  	
   

  
	
  1

  	
   

  	
  $

  	
  24,187,500.00

  	
   

  	
  $

  	
  2,015,625.00

  	
   

  
	
  2

  	
   

  	
  $

  	
  24,550,312.50

  	
   

  	
  $

  	
  2,045,859.38

  	
   

  
	
  3

  	
   

  	
  $

  	
  24,918,567.19

  	
   

  	
  $

  	
  2,076,547.27

  	
   

  
	
  4

  	
   

  	
  $

  	
  25,292,345.70

  	
   

  	
  $

  	
  2,107,695.47

  	
   

  
	
  5

  	
   

  	
  $

  	
  25,671,730.88

  	
   

  	
  $

  	
  2,139,310.91

  	
   

  
	
  6

  	
   

  	
  $

  	
  26,056,806.84

  	
   

  	
  $

  	
  2,171,400.57

  	
   

  
	
  7

  	
   

  	
  $

  	
  26,447,658.95

  	
   

  	
  $

  	
  2,203,971.58

  	
   

  
	
  8

  	
   

  	
  $

  	
  26,844,373.83

  	
   

  	
  $

  	
  2,237,031.15

  	
   

  
	
  9

  	
   

  	
  $

  	
  27,247,039.44

  	
   

  	
  $

  	
  2,270,586.62

  	
   

  
	
  10

  	
   

  	
  $

  	
  27,655,745.03

  	
   

  	
  $

  	
  2,304,645.42

  	
   

  
	
  11

  	
   

  	
  $

  	
  27,966,541.71

  	
   

  	
  $

  	
  2,330,545.14

  	
   

  
	
  12

  	
   

  	
  $

  	
  28,595,788.90

  	
   

  	
  $

  	
  2,382,982.41

  	
   

  
	
  13

  	
   

  	
  $

  	
  29,239,194.15

  	
   

  	
  $

  	
  2,436,599.51

  	
   

  
	
  14

  	
   

  	
  $

  	
  29,897,076.02

  	
   

  	
  $

  	
  2,491,423.00

  	
   

  
	
  15

  	
   

  	
  $

  	
  30,569,760.23

  	
   

  	
  $

  	
  2,547,480.02

  	
   

  



 


SCHEDULE D-1 TO LEASE AGREEMENT FOR NEW YORK TIMES


 

















 


EXHIBIT E


 


DEFAULT TERMINATION YIELD SCHEDULE


 


	
  Month

  	
   

  	
  Amount

  	
   

  
	
  3/2009

  	
   

  	
  $

  	
  227,536,973

  	
   

  
	
  4/2009

  	
   

  	
  $

  	
  230,125,742

  	
   

  
	
  5/2009

  	
   

  	
  $

  	
  232,767,365

  	
   

  
	
  6/2009

  	
   

  	
  $

  	
  235,462,921

  	
   

  
	
  7/2009

  	
   

  	
  $

  	
  238,213,512

  	
   

  
	
  8/2009

  	
   

  	
  $

  	
  241,020,261

  	
   

  
	
  9/2009

  	
   

  	
  $

  	
  243,884,314

  	
   

  
	
  10/2009

  	
   

  	
  $

  	
  246,806,841

  	
   

  
	
  11/2009

  	
   

  	
  $

  	
  249,789,037

  	
   

  
	
  12/2009

  	
   

  	
  $

  	
  252,832,119

  	
   

  
	
  1/2010

  	
   

  	
  $

  	
  255,937,331

  	
   

  
	
  2/2010

  	
   

  	
  $

  	
  259,105,940

  	
   

  
	
  3/2010

  	
   

  	
  $

  	
  262,308,391

  	
   

  
	
  4/2010

  	
   

  	
  $

  	
  265,576,225

  	
   

  
	
  5/2010

  	
   

  	
  $

  	
  268,910,777

  	
   

  
	
  6/2010

  	
   

  	
  $

  	
  272,313,410

  	
   

  
	
  7/2010

  	
   

  	
  $

  	
  275,785,513

  	
   

  
	
  8/2010

  	
   

  	
  $

  	
  279,328,505

  	
   

  
	
  9/2010

  	
   

  	
  $

  	
  282,943,833

  	
   

  
	
  10/2010

  	
   

  	
  $

  	
  286,632,974

  	
   

  
	
  11/2010

  	
   

  	
  $

  	
  290,397,435

  	
   

  
	
  12/2010

  	
   

  	
  $

  	
  294,238,753

  	
   

  
	
  1/2011

  	
   

  	
  $

  	
  298,158,499

  	
   

  
	
  2/2011

  	
   

  	
  $

  	
  302,158,272

  	
   

  
	
  3/2011

  	
   

  	
  $

  	
  306,208,394

  	
   

  
	
  4/2011

  	
   

  	
  $

  	
  310,341,205

  	
   

  
	
  5/2011

  	
   

  	
  $

  	
  314,558,395

  	
   

  
	
  6/2011

  	
   

  	
  $

  	
  318,763,327

  	
   

  
	
  7/2011

  	
   

  	
  $

  	
  318,280,596

  	
   

  
	
  8/2011

  	
   

  	
  $

  	
  317,795,452

  	
   

  
	
  9/2011

  	
   

  	
  $

  	
  317,307,882

  	
   

  
	
  10/2011

  	
   

  	
  $

  	
  316,817,874

  	
   

  
	
  11/2011

  	
   

  	
  $

  	
  316,325,416

  	
   

  
	
  12/2011

  	
   

  	
  $

  	
  315,830,496

  	
   

  
	
  1/2012

  	
   

  	
  $

  	
  315,333,101

  	
   

  
	
  2/2012

  	
   

  	
  $

  	
  314,833,219

  	
   

  
	
  3/2012

  	
   

  	
  $

  	
  314,299,690

  	
   

  
	
  4/2012

  	
   

  	
  $

  	
  313,763,493

  	
   

  
	
  5/2012

  	
   

  	
  $

  	
  313,224,615

  	
   

  
	
  6/2012

  	
   

  	
  $

  	
  312,683,042

  	
   

  
	
  7/2012

  	
   

  	
  $

  	
  312,138,762

  	
   

  
	
  8/2012

  	
   

  	
  $

  	
  311,591,760

  	
   

  
	
  9/2012

  	
   

  	
  $

  	
  311,042,024

  	
   

  
	
  10/2012

  	
   

  	
  $

  	
  310,489,538

  	
   

  
	
  11/2012

  	
   

  	
  $

  	
  309,934,291

  	
   

  
	
  12/2012

  	
   

  	
  $

  	
  309,376,267

  	
   

  
	
  1/2013

  	
   

  	
  $

  	
  308,815,453

  	
   

  
	
  2/2013

  	
   

  	
  $

  	
  308,251,834

  	
   

  
	
  3/2013

  	
   

  	
  $

  	
  307,653,783

  	
   

  
	
  4/2013

  	
   

  	
  $

  	
  307,052,741

  	
   

  
	
  5/2013

  	
   

  	
  $

  	
  306,448,693

  	
   

  
	
  6/2013

  	
   

  	
  $

  	
  305,841,626

  	
   

  
	
  7/2013

  	
   

  	
  $

  	
  305,231,523

  	
   

  
	
  8/2013

  	
   

  	
  $

  	
  304,618,370

  	
   

  
	
  9/2013

  	
   

  	
  $

  	
  304,002,151

  	
   

  
	
  10/2013

  	
   

  	
  $

  	
  303,382,851

  	
   

  
	
  11/2013

  	
   

  	
  $

  	
  302,760,454

  	
   

  
	
  12/2013

  	
   

  	
  $

  	
  302,134,945

  	
   

  
	
  1/2014

  	
   

  	
  $

  	
  301,506,309

  	
   

  
	
  2/2014

  	
   

  	
  $

  	
  300,874,530

  	
   

  
	
  3/2014

  	
   

  	
  $

  	
  300,207,502

  	
   

  
	
  4/2014

  	
   

  	
  $

  	
  299,537,139

  	
   

  
	
  5/2014

  	
   

  	
  $

  	
  298,863,424

  	
   

  
	
  6/2014

  	
   

  	
  $

  	
  298,186,341

  	
   

  
	
  7/2014

  	
   

  	
  $

  	
  297,505,872

  	
   

  
	
  8/2014

  	
   

  	
  $

  	
  296,822,000

  	
   

  
	
  9/2014

  	
   

  	
  $

  	
  296,134,710

  	
   

  
	
  10/2014

  	
   

  	
  $

  	
  295,443,983

  	
   

  
	
  11/2014

  	
   

  	
  $

  	
  294,749,802

  	
   

  
	
  12/2014

  	
   

  	
  $

  	
  294,052,151

  	
   

  
	
  1/2015

  	
   

  	
  $

  	
  293,351,011

  	
   

  
	
  2/2015

  	
   

  	
  $

  	
  292,646,365

  	
   

  
	
  3/2015

  	
   

  	
  $

  	
  291,905,626

  	
   

  
	
  4/2015

  	
   

  	
  $

  	
  291,161,182

  	
   

  
	
  5/2015

  	
   

  	
  $

  	
  290,413,016

  	
   

  
	
  6/2015

  	
   

  	
  $

  	
  289,661,110

  	
   

  
	
  7/2015

  	
   

  	
  $

  	
  288,905,444

  	
   

  
	
  8/2015

  	
   

  	
  $

  	
  288,146,000

  	
   

  
	
  9/2015

  	
   

  	
  $

  	
  287,382,758

  	
   

  
	
  10/2015

  	
   

  	
  $

  	
  286,615,700

  	
   

  
	
  11/2015

  	
   

  	
  $

  	
  285,844,807

  	
   

  
	
  12/2015

  	
   

  	
  $

  	
  285,070,060

  	
   

  
	
  1/2016

  	
   

  	
  $

  	
  284,291,438

  	
   

  
	
  2/2016

  	
   

  	
  $

  	
  283,508,924

  	
   

  
	
  3/2016

  	
   

  	
  $

  	
  282,689,437

  	
   

  
	
  4/2016

  	
   

  	
  $

  	
  281,865,853

  	
   

  
	
  5/2016

  	
   

  	
  $

  	
  281,038,151

  	
   

  
	
  6/2016

  	
   

  	
  $

  	
  280,206,311

  	
   

  
	
  7/2016

  	
   

  	
  $

  	
  279,370,311

  	
   

  
	
  8/2016

  	
   

  	
  $

  	
  278,530,132

  	
   

  
	
  9/2016

  	
   

  	
  $

  	
  277,685,751

  	
   

  
	
  10/2016

  	
   

  	
  $

  	
  276,837,149

  	
   

  
	
  11/2016

  	
   

  	
  $

  	
  275,984,304

  	
   

  
	
  12/2016

  	
   

  	
  $

  	
  275,127,194

  	
   

  
	
  1/2017

  	
   

  	
  $

  	
  274,265,799

  	
   

  
	
  2/2017

  	
   

  	
  $

  	
  273,400,097

  	
   

  
	
  3/2017

  	
   

  	
  $

  	
  272,496,510

  	
   

  
	
  4/2017

  	
   

  	
  $

  	
  271,588,406

  	
   

  
	
  5/2017

  	
   

  	
  $

  	
  270,675,762

  	
   

  
	
  6/2017

  	
   

  	
  $

  	
  269,758,554

  	
   

  
	
  7/2017

  	
   

  	
  $

  	
  268,836,760

  	
   

  
	
  8/2017

  	
   

  	
  $

  	
  267,910,357

  	
   

  
	
  9/2017

  	
   

  	
  $

  	
  266,979,323

  	
   

  
	
  10/2017

  	
   

  	
  $

  	
  266,043,633

  	
   

  
	
  11/2017

  	
   

  	
  $

  	
  265,103,264

  	
   

  
	
  12/2017

  	
   

  	
  $

  	
  264,158,194

  	
   

  
	
  1/2018

  	
   

  	
  $

  	
  263,208,398

  	
   

  
	
  2/2018

  	
   

  	
  $

  	
  262,253,853

  	
   

  
	
  3/2018

  	
   

  	
  $

  	
  261,260,477

  	
   

  
	
  4/2018

  	
   

  	
  $

  	
  260,262,134

  	
   

  
	
  5/2018

  	
   

  	
  $

  	
  259,258,800

  	
   

  
	
  6/2018

  	
   

  	
  $

  	
  258,250,448

  	
   

  
	
  7/2018

  	
   

  	
  $

  	
  257,237,055

  	
   

  
	
  8/2018

  	
   

  	
  $

  	
  256,218,595

  	
   

  
	
  9/2018

  	
   

  	
  $

  	
  255,195,042

  	
   

  
	
  10/2018

  	
   

  	
  $

  	
  254,166,372

  	
   

  
	
  11/2018

  	
   

  	
  $

  	
  253,132,559

  	
   

  
	
  12/2018

  	
   

  	
  $

  	
  252,093,576

  	
   

  
	
  1/2019

  	
   

  	
  $

  	
  251,049,398

  	
   

  
	
  2/2019

  	
   

  	
  $

  	
  251,049,398

  	
   

  
	
  Thereafter

  	
   

  	
  $

  	
  250,000,000

  	
   

  



 


EXHIBIT E TO LEASE
AGREEMENT FOR NEW YORK TIMES


 

















 


EXHIBIT F


 


FORM OF NOTICE OF ELECTION TO EXTEND
TERM


 


[TENANT
NAME]

[Tenant address]


 


	
  [Landlord
  Name]

  	
   

  	
                            , 20   

  
	
  [Landlord
  notice address(es) per Paragraph 24 of Lease]

  	
   

  	
   

  



 


NOTICE is hereby given to
the above named Landlord that                                                     ,
a                            ,
having an office at                                                      ,
as Tenant under that certain Lease Agreement, made as of February     ,
2009, between [620 Eighth NYT (NY) Limited Partnership], a Delaware limited
partnership, as landlord, and NYT Real Estate Company, LLC, a New York limited
liability company, as tenant, a memorandum of which Lease Agreement was
recorded in the Office of the Register of the City of New York on               ,
20     as CRFN:                     
(the “Lease”), hereby elects, pursuant to Paragraph 5(b) of the
Lease, to extend the Term of the Lease with respect to [the entirety][floor(s)       ]
[DELETE AND COMPLETE AS APPLICABLE] of
the Leased Premises as of [INSERT RENEWAL DATE]
for a Renewal Term of [INSERT NUMBER OF YEARS OF
APPLICABLE RENEWAL TERM] years commencing on such Renewal Date.


 


Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Lease.


 


	
   

  	
  TENANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  a

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:

  
				



 


EXHIBIT F TO LEASE
AGREEMENT FOR NEW YORK TIMES


 


1

















 


	
  County
  of New York

  	
  )

  
	
   

  	
  )ss.:

  
	
  State
  of New York

  	
  )

  



 


On the        day
of                             in
the year                before
me, the undersigned, a notary public in and for said state, personally appeared                                                  ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


 


Notary Public


 


EXHIBIT F TO LEASE
AGREEMENT FOR NEW YORK TIMES


 


2

















 


EXHIBIT G


 


FORM OF LANDLORD’S NON-DISTURBANCE AGREEMENT


SUBORDINATION, NON-DISTURBANCE AND


ATTORNMENT AGREEMENT


 


THIS AGREEMENT, made as of the        day
of                                   ,
20     (this “Agreement”) among
                                                ,
a
                                                ,
having an office at
                                                
(“Landlord”),
                                                ,
a
                                                ,
having an office at
                                                
(“Tenant”)  and
                                                ,
a
                                                ,
having an office at
                                                
(“Subtenant”).


 


WITNESSETH:


 


WHEREAS, Landlord is the
present owner and holder of the lessee’s interest under a certain lease more
particularly described in Exhibit “A-1”, including an interest in
certain leasehold condominium units in The New York Times Building Condominium
more particularly described on Exhibit “A-2”, located in the
building having a street address of 620 Eighth Avenue, New York, New York
(hereinafter all or any portion of the foregoing leasehold interest subject to
the lien of the Mortgage shall be referred to as the “Property”); and


 


WHEREAS, Tenant is the
holder of a subleasehold estate in the Property (the “Premises”) under
and pursuant to the provisions of a certain Lease Agreement dated as of March       ,
2009, between Landlord and Tenant (such Lease Agreement, including all exhibits
and schedules attached thereto, as the same may be amended, modified, extended,
renewed, supplemented or replaced, being hereinafter referred to as the “Overlease”);
and


 


WHEREAS,
Subtenant is the subtenant under that certain sublease (the “Sublease”)
dated
                                                ,
between Tenant and Subtenant covering
                                                
(the “Subleased Premises”):


 


WHEREAS,
Subtenant has requested that Landlord agree not to terminate the Sublease nor
disturb Subtenant’s occupancy under the Sublease in the event the Overlease
shall terminate or be terminated by reason of Tenant’s default; and


 


WHEREAS,
Landlord is willing to enter into such an agreement on the terms and conditions
contained herein;


 

















 


NOW,
THEREFORE, in consideration of Ten Dollars and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
Landlord and Subtenant agree as follows:


 


1.             Subordination.
Subtenant agrees that the Sublease and all of the terms, covenants and
provisions thereof and all rights, remedies and options of Subtenant thereunder
are and shall at all times continue to be fully subject and subordinate in all
respects to the Overlease and any Mortgage (as such term is defined in the
Overlease), and to all advances heretofore made, and hereafter to be made,
pursuant thereto, as the same may be renewed, amended, supplemented, extended
or replaced. This provision shall be self-operative and no further instrument
shall be required to confirm or perfect such subordination. However, at the
request of Landlord, Subtenant shall, at its own expense, execute and deliver
such other documents and take such other action as Landlord reasonably requests
to perfect, confirm or effectuate such subordination.


 


2.            Nondisturbance.
Landlord agrees that (a) neither the rights, possession nor enjoyment of
Subtenant under, and in accordance with the terms of, the Sublease shall be
terminated or disturbed by Landlord by reason of the termination of the Overlease
or any termination action or proceeding instituted by the Landlord under or in
connection with the Overlease (each, an “Attornment Event”), and (b) Subtenant
shall not be named or joined as a party therein, and the exercise by Landlord
of any such Attornemnt Event shall be made subject to all rights of Subtenant
under the Sublease, provided that (i) at the time of the commencement of
any Attornment Event or at the time of the conclusion of any such Attornment
Event, (x) the Sublease shall be in full force and effect and (y) Subtenant
shall not be in default (after all applicable notices have been given and all
applicable grace periods have expired in accordance with the terms of the
Sublease) under any of the terms, covenants or conditions of the Sublease, and (ii) Subtenant
may be so named or joined in any such Attornment Event if required by law, so
long as (1) in connection with such naming and joining of Subtenant,
Landlord will not seek to terminate or extinguish Subtenant’s rights under this
Agreement or the Sublease, except as specifically set forth elsewhere in this
Agreement, and (2) none of Subtenant’s rights under this Agreement or the
Sublease shall be impaired or otherwise affected by such naming or joining of
Subtenant in any material respect.  The
immediately preceding sentence shall in no way be deemed a waiver of Landlord’s
rights to enforce any default or remedy against Tenant under the Overlease
pursuant to the terms of the Overlease.


 


3.           Non-Liability.
Upon the occurrence of an Attornment Event and the termination or surrender of
the Overlease, the Sublease shall, notwithstanding any provision to the
contrary therein contained, continue in full force and effect as a direct lease
between Landlord and Subtenant, provided that in no event shall Landlord or its
successors or assigns be:


 


(a)          liable for any previous act, omission,
or negligence of Tenant as sublandlord or any prior sublandlord or the failure
or default of any prior sublandlord (including, without limitation, Tenant) to
comply with any of its obligations under the Sublease except to the extent such
act, omission, negligence, failure or default occurs after 


 


2

















 


the date that
Landlord succeeds to the interest of Tenant under the Sublease and Landlord
shall have received written notice of such act, omission, negligence, failure
or default and has had a reasonable opportunity to cure the same, all subject
to the terms and conditions of the Sublease;


 


(b)         subject to any defenses, offsets or
counterclaims that Subtenant may have against any prior sublandlord (including,
without limitation, Tenant) which accrued prior to the date upon which Landlord
succeeds to the interest of Tenant under the Sublease in connection with a
default by Tenant thereunder;


 


(c)          bound by any action listed in Section 4
below made without Landlord’s prior written consent


 


(d)         bound by any prepayment of base rent,
additional rent, operating expenses or any other charges due under the Sublease
more than one (1) month in advance of the due date therefor except for
prepayments expressly approved in writing by the Landlord;


 


(e)          liable for any free rent or any any
brokerage commissions or costs, expenses or liabilities in connection
therewith; or


 


(f)          liable for any monies owing by or on
deposit with Tenant to the credit of Subtenant except to the extent received by
the Landlord; or


 


(g)         liable for the performance of any work
or installations, or for any contribution, free rent or allowance for the same,
required to be performed or made available by Tenant or any other prior
sublandlord under the Sublease.


 


4.            No
Changes to Sublease. The Sublease constitutes an inducement to Landlord to
enter into this Agreement. Consequently, Subtenant shall not, without obtaining
the prior written consent of Landlord, (i) enter into any agreement
modifying, amending, extending, renewing, terminating or surrendering the
Sublease, (ii) prepay any of the base rent, additional rent, operating
expenses or any other charges due under the Sublease for more than one (1) month
in advance of the due dates thereof, (iii) voluntarily surrender the
premises demised under the Sublease, in whole or in part, or cancel or
terminate the Sublease, (iv) assign the Sublease or sublet the Subleased
Premises or any part thereof or (v) subordinate or permit the
subordination of the Sublease to any lien other than the Mortgage; and any such
amendment, modification, termination, cancellation, prepayment, voluntary
surrender, assignment or subletting, without Landlord’s prior consent, shall
not be binding upon Landlord.


 


5.            Attornment
Upon the occurrence of an Attornment Event and the termination or surrender of
the Overlease, Subtenant shall be bound to Landlord under all of the terms,
covenants and conditions of the Sublease (except as set forth in paragraph 3)
for the balance of the term thereof and of any extensions or renewals thereof
that are effected in accordance with the Sublease, with the same effect as if
Landlord were the sublandlord under the Sublease, such attornment to be
effective as of the date such Attornment Event and the termination or surrender
of the Overlease occurs, without the execution of any further agreement.
However, Subtenant agrees, at its own expense, to 


 


3

















 


execute
and deliver, at any time and from time to time upon request of Landlord, any
agreement that may reasonably be necessary or appropriate to evidence such
attornment and the modification of the Sublease pursuant to paragraph 3 hereof,
or, at Landlord’s election, a direct lease with Landlord upon all of the terms
of the Sublease as modified pursuant to paragraph 3 hereof. Failure of
Subtenant to so execute any such an agreement shall not vitiate such
attornment. Subtenant waives the provisions of any statute or rule of law
now or hereafter in effect that may give it any right or election to terminate
or otherwise adversely affect the Sublease or the obligations of Subtenant
thereunder by reason of any proceeding in connection with such Attornment Event
or the termination or surrender of the Overlease.


 


6.           Notice
of Default.


 


(a)          Subtenant
will promptly deliver to Landlord notice of any default of Tenant or other
circumstance that would entitle Subtenant to cancel the Sublease or to abate
the rent or additional rent or any other amounts payable thereunder, and agrees
that notwithstanding any provision of the Sublease, no cancellation thereof or
abatement shall be effective unless Subtenant shall have sent Landlord a notice
in the manner herein provided and Landlord has failed to cure the default
giving rise to such right to cancellation or abatement within the time period
as Tenant may be entitled to under the Sublease plus thirty (30) days after
receipt of such notice or if such default cannot be cured within that time,
then such additional time as may be necessary if, within such thirty (30) days,
Landlord has notified Tenant of its intention to cure such default and has
commenced and is diligently pursuing the remedies necessary to cure such
default (including, without limitation, commencement of foreclosure proceedings
or eviction proceedings, if necessary, to effect such cure). No cure of
Tenant’s default by Landlord shall be deemed an assumption of Tenant’s other
obligations under the Sublease and no right of Landlord hereunder to receive
any notice or to cure any default shall be deemed to impose any obligation on
Landlord to cure (or attempt to cure) any such default.


 


(b)         Subtenant
agrees, from time to time, to state in writing to Landlord, upon request
whether or not, to the best of Subtenant’s actual knowledge, any default on the
part of Tenant exists under the Sublease and the nature of any such default.


 


7.            Notices.
All notices, consents, approvals, demands and other communications (“notices”)
hereunder shall be in writing and shall be delivered in person, sent by Federal
Express or overnight courier or sent by registered or certified mail, return
receipt requested, to any party hereto at its address below stated or at such other
address and to such other persons (but not more than three at any one time) of
which it shall have notified the party giving such notice in writing.  Notices to Landlord shall be addressed to
Landlord at                                                                         ,
with a copy to
                                                                        ,
and a copy of all notices given to Landlord shall simultaneously be sent to its
counsel,                                                                         .  Notices to Tenant shall be addressed to
Tenant at                                                                         ,
and a copy of all notices given to Tenant shall simultaneously be sent to its
counsel,                                                                         .  Notices to Subtenant shall be addressed to
Subtenant at
                                                                        ,
and a copy of all notices given to Subtenant 


 


4

















 


shall
simultaneously be sent to its counsel,
                                                                        .  Any notice sent by such registered or
certified mail shall be deemed to have been served when the addressee either
actually receives such notice or refuses to accept delivery thereof.  Any notice sent by Federal Express or
overnight courier shall be deemed to have been served two (2) business
days after the date it is sent.  Any
notice sent by personal delivery shall be deemed to have been served on the
date of such delivery.  Any notice shall
be deemed effective and deemed given by Landlord or Tenant, as the case may be,
if signed and sent by its respective counsel. 
Subtenant shall promptly send Landlord copies of any termination or
default notice given by Subtenant under the Sublease.


 


8.             Payment
of Rent After Attornment Event Upon the giving by Landlord to Subtenant of
written notice stating that an Event of Default has occurred under the
Overlease and requesting direct payment of rent, Subtenant shall thereafter pay
to Landlord, or as otherwise directed by Landlord, all rent and other charges
coming due under the Sublease. Tenant agrees that Subtenant shall have the
right to rely upon such notice and request from Landlord without any obligation
to inquire as whether an Event of Default actually has occurred and
notwithstanding any notice from or claim of Tenant to the contrary, and Tenant
shall have no right or claim against Subtenant for any such amounts so paid by
Subtenant to Landlord after such notice to Subtenant.  Subtenant further agrees that Landlord shall
not, by reason of the acceptance of any rent under this Section 8,
be subject to any obligation, duty or liability under the Sublease, except to
the extent applicable in this Agreement.


 


9.             Limitations
on Landlord’s Liability.  In no event
shall the Landlord, nor any heir, legal representative, successor, or assignee
of the Landlord have any personal liability for the obligations of Landlord
under the Overlease and should the Landlord succeed to the interests of the
Tenant under the Sublease, Subtenant shall look only to the estate and property
of Landlord in the Subleased Premises for the satisfaction of Subtenant’s
remedies for the collection of a judgment (or other judicial process) requiring
the payment of money in the event of any default by Landlord as sublandlord
under the Sublease, and no other property or assets of Landlord shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Subtenant’s remedies under or with respect to the Sublease.


 


10.           Miscellaneous.
This Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto and may not be modified or
terminated orally. This Agreement and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the law of the
State of New York. This Agreement may be signed in counterparts.


 


11.           Entire
Agreement.  This Agreement constitutes
the final expression of the entire agreement of the parties with respect to the
subject matter hereof.


 


12.           WAIVER OF TRIAL BY JURY.  LANDLORD, TENANT AND SUBTENANT HEREBY
IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


5

















 


13.           Representations.  Subtenant represents and warrants to Landlord
that as of the date hereof (i) Subtenant is the owner and holder of the
subtenant’s interest under the Sublease; (ii) the Sublease (including
exhibits and schedules thereto) is a complete statement of the agreement
between Subtenant and Tenant with respect to the subleasing of the Subleased
Premises, has not been modified or amended; (iii) the Sublease is in full
force and effect; (iv) to the best of Subtenant’s actual knowledge,
neither Tenant nor Subtenant is in default under any of the terms, covenants or
provisions of the Sublease; (v) no rents, additional rents or other sums
payable under the Sublease have been paid for more than one (1) month in
advance of the due dates thereof; (vi) to the best of Subtenant’s actual
knowledge, there are no present offsets or defenses to the payment of the
rents, additional rents, or other sums payable under the Sublease; and (vii) there
is no work to be performed by Tenant in the Subleased Premises and thee in are
no construction allowances, free rent period or other contribution to be made
by the Tenant under the terms of the Sublease.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:

  



 


	
   

  	
  SUBTENANT

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:

  



 


	
   

  	
  TENANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  

  
	
   

  	
  Title:

  



 


7

















 


	
  County of New York

  	
  )

  
	
   

  	
  )ss.:

  
	
  State of New York

  	
  )

  



 


On the      day of              in
the year                 before
me, the undersigned, a notary public in and for said state, personally appeared                 ,
personallyknown to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


 


Notary
Public


 


	
  County of New York

  	
  )

  
	
   

  	
  ) ss.:

  
	
  State of New York

  	
  )

  



 


On the           day
of                in
the year                  before
me, the undersigned, anotary public in and for said state, personally
appeared                     ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signatures) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


 


Notary
Public


 


	
  County of New York

  	
  )

  
	
   

  	
  ) ss.:

  
	
  State of New York

  	
  )

  



 


On the     day of               in
the year              before
me, the undersigned, a notary public in and for said state, personally appeared            ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature^) on the instrument, the
individuals), or die person upon behalf of which the individual(s) acted,
executed the instrument.


 


Notary
Public


 


EXHIBIT G TO LEASE
AGREEMENT FOR NEW YORK TIMES


 

















 


EXHIBIT
A-1


 


SEVERANCE LEASE


 


Agreement of Sublease
dated as of December 12, 2001 between The New York Times Building LLC, a
New York limited liability company (“NYTB”), as landlord, and NYT Real
Estate Company LLC, a New York limited liability company, a memorandum of which
was recorded in the Office of the City Register of the City of New York on October 24,
2003 as CRFN 2003000433125, as amended by NYTB’s interest in which Agreement of
Sublease as landlord was assigned by Assignment and Assumption Agreement dated
as of August 15, 2006 to 42nd St. Development Project, Inc. (“42DP”),
as landlord, and recorded in the Office of the City Register of the City of New
York on November 20, 2006 as CRFN 2006000644732, which Agreement of
Sublease was amended pursuant to First Amendment to Agreement of Sublease (NYT)
dated as of August 15, 2006 between 42DP and Mortgagor and recorded in the
Office of the City Register of the City of New York on November 20, 2006
as CRFN 2006000644735 and by Second Amendment to Agreement of Sublease (NYT)
dated as of January 29, 2007 between 42DP and Mortgagor and recorded in
the Office of the City Register of the City of New York on February 22,
2007 as CRFN 2007000100157 and by Third Amendment to Agreement of Sublease
(NYT) dated on or about the date of this Mortgage between 42DP and Mortgagor
and intended to be recorded in the Office of the City Register of the City of
New York (such Agreement of Sublease, as so assigned and amended, the “Severance
Lease”).


 


2

















 


EXHIBIT
A-2


 


LEGAL
DESCRIPTION


 


The Condominium Units (in the Building located at and known as THE NEW YORK TIMES BUILDING
CONDOMINIUM and by Street Number 620-628 8TH AVENUE, NEW YORK, NEW YORK),
designated and described as Units (SEE SCHEDULE ANNEXED) (hereinafter called
the “Units”) in the Declaration Establishing
a Plan of Leasehold Condominium Ownership of Premises made by The New York
Times Building LLC, as Declarant, under the Condominium Act of The State of New
York (Article 9-B of the Real Property Law of the State of New York),
dated as of August 4, 2006 and recorded August 15, 2006 in the Office
of the Register The City of New York (the “Register”), as
CRFN 2006000460293, as amended by First Amendment to Declaration dated January 29,
2007 and recorded as CRFN 2007000075106, and Second Amendment to Declaration
dated October 11, 2007 and recorded as CRFN 2008000008734, and Third
Amendment to Declaration dated March 6, 2009 and to be recorded with the
Register (which Declaration, and any further amendments thereto, are
hereinafter collectively called the “Declaration”),
establishing a plan for leasehold condominium ownership of said Building and
the land upon which the same is erected (hereinafter sometimes collectively
called the “Property”) and also designated and
described as Tax Lots No. (SEE SCHEDULE ANNEXED), Block 1012 Section 4,
Borough of MANHATTAN on the Tax Map of the Real Property Assessment Department
of the City of New York and on the floor plans of said Building certified by
Daniel Kaplan, approved by the Real Property Assessment Bureau on August 13,
2006 and filed as Condominium Plan No. 1595 on August 15, 2006 in the
aforesaid Register’s Office.


 


The land upon which the Building containing
the Units is erected as follows:


 


ALL that certain plot, piece or parcel of
land, situate, lying and being in the Borough of Manhattan, County of New York,
City and State of New York, bounded and described as follows:


 


BEGINNING at the corner formed by the
intersection of the northerly line of West 40th Street with the easterly line
of 8th Avenue,


 


RUNNING THENCE northerly along said easterly
line of 8th Avenue, 197 feet 6 inches to the corner formed by the intersection
of the easterly side of 8th Avenue with the southerly line of West 41st Street;


 


THENCE easterly along said southerly line of
West 41st Street, 400 feet;


 


THENCE southerly and parallel to said
easterly line of 8th Avenue, 197 feet 6 inches to the northerly line of West
40th Street;


 


THENCE westerly along said northerly line of
West 40th Street, 400 feet to the point or place of BEGINNING,


 


TOGETHER with an undivided percentage
interest (SEE SCHEDULE ANNEXED) in the Common Elements and the NYTC Limited
Common Elements (as such terms are defined in the 


 


3

















 


Declaration) of the New York Times Building
Condominium, recorded as CRFN 2006000460293 as amended.


 


4

















 


SCHEDULE
OF UNITS


 


	
  UNIT DESIGNATION

  	
   

  	
  TAX LOT

  	
   

  	
  PERCENTAGE INTEREST

  IN COMMON ELEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0-A

  	
   

  	
  1001

  	
   

  	
  0.6627

  	
  %

  
	
  1- A

  	
   

  	
  1003

  	
   

  	
  2.0132

  	
  %

  
	
  1-E

  	
   

  	
  1007

  	
   

  	
  0.0691

  	
  %

  
	
  2-A

  	
   

  	
  1009

  	
   

  	
  4.7805

  	
  %

  
	
  3-A

  	
   

  	
  1010

  	
   

  	
  4.7579

  	
  %

  
	
  4-A

  	
   

  	
  1011

  	
   

  	
  4.5636

  	
  %

  
	
  5-A

  	
   

  	
  1012

  	
   

  	
  1.6352

  	
  %

  
	
  6-A

  	
   

  	
  1013

  	
   

  	
  1.7325

  	
  %

  
	
  7-A

  	
   

  	
  1014

  	
   

  	
  1.7325

  	
  %

  
	
  8-A

  	
   

  	
  1015

  	
   

  	
  1.7325

  	
  %

  
	
  9-A

  	
   

  	
  1016

  	
   

  	
  1.7325

  	
  %

  
	
  10-A

  	
   

  	
  1017

  	
   

  	
  1.7325

  	
  %

  
	
  11-A

  	
   

  	
  1018

  	
   

  	
  1.7325

  	
  %

  
	
  12-A

  	
   

  	
  1019

  	
   

  	
  1.7325

  	
  %

  
	
  13-A

  	
   

  	
  1020

  	
   

  	
  1.7325

  	
  %

  
	
  14-A

  	
   

  	
  1021

  	
   

  	
  1.7440

  	
  %

  
	
  15-A

  	
   

  	
  1022

  	
   

  	
  1.3998

  	
  %

  
	
  16-A

  	
   

  	
  1023

  	
   

  	
  1.7484

  	
  %

  
	
  17-A

  	
   

  	
  1024

  	
   

  	
  1.7207

  	
  %

  
	
  18-A

  	
   

  	
  1025

  	
   

  	
  1.7711

  	
  %

  
	
  19-A

  	
   

  	
  1026

  	
   

  	
  1.7711

  	
  %

  
	
  20-A

  	
   

  	
  1027

  	
   

  	
  1.7711

  	
  %

  
	
  28-A

  	
   

  	
  1035

  	
   

  	
  0.4446

  	
  %

  



 


5

















 


EXHIBIT H


 


INTENTIONALLY OMITTED


 


EXHIBIT H TO LEASE
AGREEMENT FOR NEW YORK TIMES


 

















 


EXHIBIT I


 


FORM OF BENEFICIAL ASSIGNMENT


 


ASSIGNMENT
AND ASSUMPTION OF SUBLEASE


 


                This ASSIGNMENT AND ASSUMPTION
OF SEVERANCE LEASE (the “Assignment”) dated as of
                      
      , 20     (the “Effective Date”), by
and between NYT REAL ESTATE COMPANY LLC, a New York limited liability company
(“Assignor”), having an office address at c/o The New York Times
Company, 620 Eighth Avenue, New York, New York, 10018, and 620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP, a Delaware limited partnership (“Assignee”), having
an office address at c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York, 10020.


 


W I T N
E S S E T H :


 


                WHEREAS,
The New York Times Building LLC, a New York limited liability company (“NYTB”),
and 42nd St. Development Project, Inc. (“42DP”)
entered into that certain Agreement of Lease dated December 12, 2001, as
tenant and landlord, respectively, (the “Ground Lease”), with respect to
that certain real property located at 620 Eighth Avenue, New York, New York,
10018, as more particularly described in Exhibit A attached hereto
and made a part hereof and all improvements then or thereafter located thereon
(collectively, the “Property”);


 


                WHEREAS, NYTB and Assignor
entered into that certain Agreement of Sublease dated December 12, 2001,
as landlord and tenant,
respectively, (the “Original NYT Severance Lease”), a memorandum of
which was recorded on October 24, 2003, in the Office of the City
Register, New York County, as CRFN #
                      ,
which Original NYT Severance Lease was amended pursuant to First Amendment to
Agreement of Sublease (NYT) dated August 15, 2006, between Landlord and
Tenant and recorded in the Office of the City Register of the City of New York
on November 20, 2006, as CRFN # 2006000644735 and by Second Amendment to
Agreement of Sublease (NYT) dated January 29, 2007, between Landlord and
Tenant and recorded in the Office of the City Register of the City of New York
on February 22, 2007, as CRFN # 2007000100157 and by Third Amendment to
Agreement of Sublease (NYT) dated as of March       ,
2009, between Landlord and Tenant and recorded in the Office of the City
Register of the City of New York on March       ,
2009, as CRFN #                    (Original
NYT Severance Lease, as so amended, the “NYT Sublease”);


 


                WHEREAS,
NYTB submitted the Ground Lease to a leasehold condominium
structure pursuant to Article 9-B of the Real Property Law of the State of
New York and the NYT Sublease covers the condominium units more particularly described on Exhibit B
attached hereto and made a part hereof;


 


                WHEREAS, pursuant to NYTB’s submission of the Ground
Lease to a leasehold condominium structure, NYTB entered into that certain
Assignment and Assumption Agreement with 42DP dated August 15, 2006,
whereby NYTB assigned all of its right, title and interest in and to the Ground
Lease (as lessee) and the NYT Sublease (as lessor) to 42DP;


 

















 


                WHEREAS, Assignor and Assignee entered into a
financing lease transaction pursuant to that certain Lease Agreement by and
between Assignor, as tenant, and Assignee, as landlord, dated March     ,
2009, for the Property, which contained a purchase option for $250,000,000.00
(“Purchase Option”), exercisable on the tenth (10th) anniversary of the
commencement date thereof (“WPC Lease”);


 


                WHEREAS, pursuant to such financing lease
transaction, Assignor and Assignee entered into that certain Assignment and
Assumption of Sublease dated March       ,
2009 (“Original Assignment”), which served as collateral security for
Assignor’s obligations under the WPC Lease;


 


                WHEREAS, Assignor failed to exercise timely the
Purchase Option and the Option Lapse Date has occurred under the WPC Lease;


 


                WHEREAS, pursuant to the terms of the WPC Lease, upon
the occurrence of the Option Lapse Date, Assignor is obligated to deliver the
Beneficial Transfer Documents to Assignee, of which this Assignment constitutes
a part;


 


                WHEREAS,
in conformity with the terms of the WPC Lease, Assignor now desires to make a
present and absolute assignment of all of its right, title and beneficial
interest in and to the NYT Sublease to Assignee, and not merely as part of a
financing lease transaction; and


 


                WHEREAS,
Assignee desires to assume and accept all such right, title and beneficial
interest.


 


                NOW, THEREFORE, in consideration
of the foregoing  and of other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby covenant and agree as follows:


 


                1.             Capitalized terms used herein without definition shall
have the respective meanings ascribed thereto in the WPC Lease.  References herein to any document or instrument shall refer to the same as it may
be amended, modified, supplemented, extended, renewed or assigned from time to
time.


 


                2.             Assignor hereby presently assigns, grants, bargains,
sells and transfers all of its right, title and beneficial interest in and to
the NYT Sublease, together with any and all amendments, extensions and renewals
thereof, and together with all rights and obligations accrued or to accrue under
said NYT Sublease on and after the Effective Date, to Assignee and its
successors and assigns, TO HAVE AND TO HOLD the same unto Assignee, its
successors and assigns, from the Effective Date, for all the rest of the
respective term of the NYT Sublease.


 


                3.             Assignee hereby assumes the duties and obligations and
agrees to perform and comply with all of the covenants and conditions of the
NYT Sublease to be performed or complied with by the tenant thereunder on and
after the Effective Date, as if Assignee originally had executed the NYT
Sublease as the tenant thereunder; provided that, as between Assignor and
Assignee, nothing herein shall limit or alter Assignor’s obligation to continue
to perform such obligations pursuant to the terms of the WPC Lease and the
Condominium Documents.


 


                4.             Assignor hereby waives
any right of redemption by Assignor with respect to the Property and, to the
fullest extent permitted by applicable law, waives all rights, claims or
defenses available to a mortgagor under the any applicable law of the State of
New York, 


 


2

















 


including any right to assert that the WPC Lease
continues to constitute a financing lease from and after the Effective Date.


 


                5.             Assignor hereby acknowledges and
agrees that, from and after the Effective Date, the WPC Lease constitutes for
all purposes a true lease for the balance of the term of the WPC Lease and
Assignor agrees to treat the WPC Lease as such for all federal, state and local
tax and accounting purposes in accordance with Paragraph 33(b) of the WPC
Lease.


 


                6.             Assignor, concurrently with the
execution and delivery of this Assignment, has delivered to Assignee: (i) a
certified check in an amount equal to the amount of all New York State and New
York City transfer taxes due in connection with the recording of this
Assignment, made payable to or at the direction of Assignee, (ii) a
certified check in an amount equal to all Costs incurred by Assignee in
connection with the transactions contemplated by the Beneficial Transfer
Documents, and (iii) a certified check in an amount equal to the actual
costs to obtain a Leasehold Owners ALTA Policy of Title Insurance in favor of
Assignee with respect to the Property effective as of the date of the transfer
of beneficial title contemplated hereby, subject only to the Permitted
Exceptions and otherwise reasonably satisfactory to Assignee, together with
such other customary affidavits or certificates requested by the applicable
land title insurance company to issue such policy.


 


                7.             Assignor indemnifies Assignee from any and all loss,
cost, damage, liability or expense (including, without limitation, reasonable
attorneys’ fees, court costs and disbursements) that may be imposed on the
Assignee by reason of any failure by Assignor to perform any of the obligations
under the NYT Sublease arising prior to the Effective Date.


 


                8.             Assignee indemnifies Assignor from any and all loss,
cost, damage, liability or expense (including, without limitation, reasonable
attorneys’ fees, court costs and disbursements) that may be imposed on the
Assignor by reason of any failure by Assignee to perform any of the obligations
under the NYT Sublease arising from and after the Effective Date; provided
that, as between Assignor and Assignee, nothing herein shall limit or alter
Assignor’s obligation to continue to perform such obligations pursuant to the
terms of the WPC Lease and the Condominium Documents.


 


                9.             Promptly upon request of the other party, Assignor and
Assignee shall each execute, acknowledge (as appropriate) and deliver to the
other such other assurances and take such other actions as may be reasonably
required to carry out the intent and purpose of this Assignment, provided that
neither party shall incur any material additional cost, expense or obligation
in connection with any act that the other party may request.


 


                10.           This Assignment shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns.


 


                11.           Nothing expressed or implied in this Assignment is
intended, or will be construed, to confer upon or give any Person other than
the parties hereto, and their successors or permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Assignment, or
result in such Person being deemed a third-party beneficiary of this
Assignment.


 


3

















 


                12.           This Assignment shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


                13.           This Assignment may be executed in counterparts, each of
which shall be an original and all of which together shall constitute but one (1) and
the same instrument.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


4

















 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  NYT REAL ESTATE COMPANY LLC, a New York limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  620 EIGHTH NYT (NY) LIMITED

  
	
   

  	
   

  	
  PARTNERSHIP, a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 620 EIGHTH
  GP NYT (NY) LLC, a 

  
	
   

  	
   

  	
  Delaware limited
  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: CPA:17
  LIMITED PARTNERSHIP, a

  
	
   

  	
   

  	
  Delaware limited
  partnership, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: CORPORATE
  PROPERTY

  
	
   

  	
   

  	
  ASSOCIATES 17 –
  GLOBAL INCORPORATED,

  
	
   

  	
   

  	
  a Maryland
  corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  STATE OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  ) ss.:

  
	
  COUNTY OF NEW YORK

  	
   

  	
  )

  



 


On the
         day of
                        
in the year 2009, before me, the undersigned, a Notary Public in and for said
state, personally appeared                                                 
personally known to me or proved to me on the basis or satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  	
   

  



 


 


	
  STATE OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  ) ss.:

  
	
  COUNTY OF NEW YORK

  	
   

  	
  )

  



 


On the
         day of
                        
in the year 2009, before me, the undersigned, a Notary Public in and for said
state, personally appeared
                                                
personally known to me or proved to me on the basis or satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  	
   

  



 


EXHIBIT E TO LEASE
AGREEMENT FOR NEW YORK TIMES


 


1

















 


EXHIBIT A


 


LEGAL DESCRIPTION


 


ALL that certain plot,
piece or parcel of land, situate, lying and being in the Borough of Manhattan,
County of New York, City and State of New York, bounded and described as  follows:


 


BEGINNING at the corner
formed by the intersection of the northerly line of West 40th Street with the
easterly line of 8th Avenue;


 


RUNNING THENCE northerly
along said easterly line of 8th Avenue, 197 feet 6 inches to the corner formed
by the intersection of the easterly side of 8th Avenue with the southerly line
of West 41st Street;


 


THENCE easterly along
said southerly line of West 41st Street, 400 feet;


 


THENCE southerly and
parallel to said easterly line of 8th Avenue, 197 feet 6 inches to the
northerly line of West 40th Street;


 


THENCE westerly along
said northerly line of West 40th Street, 400 feet to the point or place of
BEGINNING.


 


2

















 


EXHIBIT B


 


LEGAL DESCRIPTION


 


The Condominium Units (in the Building
located at and known as THE NEW YORK TIMES BUILDING CONDOMINIUM and by Street
Number 620-628 8TH AVENUE, NEW YORK, NEW YORK), designated and described as
Units (SEE SCHEDULE ANNEXED) (hereinafter called the “Units”) in the
Declaration Establishing a Plan of Leasehold Condominium Ownership of Premises
made by The New York Times Building LLC, as Declarant, under the Condominium
Act of The State of New York (Article 9-B of the Real Property Law of the
State of New York), dated as of August 4, 2006 and recorded August 15,
2006 in the Office of the Register The City of New York (the “Register”), as
CRFN 2006000460293, as amended by First Amendment to Declaration dated January 29,
2007 and recorded February 8, 2007 as CRFN 2007000075106, Second Amendment
to Declaration dated October 11, 2007 and recorded January 8, 2008 as
CRFN 2008000008734, Third Amendment to Declaration dated March 6, 2009 and
to be recorded with the Register, and Fourth Amendment to Declaration, dated as
of March 6, 2009, and to be recorded with the Register, subject to receipt
of the City Surveyor’s stamp on the amended floor plans (which Declaration, and
any further amendments thereto, are hereinafter collectively called the
“Declaration”), establishing a plan for leasehold condominium ownership of said
Building and the land upon which the same is erected (hereinafter sometimes
collectively called the “Property”) and also designated and described as Tax
Lots No. (SEE SCHEDULE ANNEXED), Block 1012 Section 4, Borough of
MANHATTAN on the Tax Map of the Real Property Assessment Department of the City
of New York and on the floor plans of said Building certified by Daniel Kaplan,
approved by the Real Property Assessment Bureau on August 13, 2006 and
filed as Condominium Plan No. 1595 on August 15, 2006 in the
aforesaid Register’s Office.


 


The land upon which the Building containing
the Units is erected as follows:


 


ALL that certain plot, piece or parcel of
land, situate, lying and being in the Borough of Manhattan, County of New York,
City and State of New York, bounded and described as follows:


 


BEGINNING at the corner formed by the
intersection of the northerly line of West 40th Street with the easterly line
of 8th Avenue,


 


RUNNING THENCE northerly along said easterly
line of 8th Avenue, 197 feet 6 inches to the corner formed by the intersection
of the easterly side of 8th Avenue with the southerly line of West 41st Street;


 


THENCE easterly along said southerly line of
West 41st Street, 400 feet;


 


THENCE southerly and parallel to said
easterly line of 8th Avenue, 197 feet 6 inches to the northerly line of west 40th
Street;


 


3

















 


THENCE westerly along said northerly line of
West 40th Street, 400 feet to the point or place of BEGINNING,


 


TOGETHER with an undivided percentage
interest (SEE SCHEDULE ANNEXED) in the Common Elements and the NYTC Limited
Common Elements (as such terms are defined in the Declaration) of the New York
Times Building Condominium, recorded as CRFN 2006000460293 as amended.


 


4

















 


SCHEDULE
OF UNITS


 


	
  UNIT DESIGNATION

  	
   

  	
  TAX LOT

  	
   

  	
  PERCENTAGE INTEREST

  IN COMMON ELEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0-A

  	
   

  	
  1001

  	
   

  	
  0.6627

  	
  %

  
	
  1- A

  	
   

  	
  1003

  	
   

  	
  2.0132

  	
  %

  
	
  1-E

  	
   

  	
  1007

  	
   

  	
  0.0691

  	
  %

  
	
  2-A

  	
   

  	
  1009

  	
   

  	
  4.7805

  	
  %

  
	
  3-A

  	
   

  	
  1010

  	
   

  	
  4.7579

  	
  %

  
	
  4-A

  	
   

  	
  1011

  	
   

  	
  4.5636

  	
  %

  
	
  5-A

  	
   

  	
  1012

  	
   

  	
  1.6352

  	
  %

  
	
  6-A

  	
   

  	
  1013

  	
   

  	
  1.7325

  	
  %

  
	
  7-A

  	
   

  	
  1014

  	
   

  	
  1.7325

  	
  %

  
	
  8-A

  	
   

  	
  1015

  	
   

  	
  1.7325

  	
  %

  
	
  9-A

  	
   

  	
  1016

  	
   

  	
  1.7325

  	
  %

  
	
  10-A

  	
   

  	
  1017

  	
   

  	
  1.7325

  	
  %

  
	
  11-A

  	
   

  	
  1018

  	
   

  	
  1.7325

  	
  %

  
	
  12-A

  	
   

  	
  1019

  	
   

  	
  1.7325

  	
  %

  
	
  13-A

  	
   

  	
  1020

  	
   

  	
  1.7325

  	
  %

  
	
  14-A

  	
   

  	
  1021

  	
   

  	
  1.7440

  	
  %

  
	
  15-A

  	
   

  	
  1022

  	
   

  	
  1.3998

  	
  %

  
	
  16-A

  	
   

  	
  1023

  	
   

  	
  1.7484

  	
  %

  
	
  17-A

  	
   

  	
  1024

  	
   

  	
  1.7207

  	
  %

  
	
  18-A

  	
   

  	
  1025

  	
   

  	
  1.7711

  	
  %

  
	
  19-A

  	
   

  	
  1026

  	
   

  	
  1.7711

  	
  %

  
	
  20-A

  	
   

  	
  1027

  	
   

  	
  1.7711

  	
  %

  
	
  28-A

  	
   

  	
  1035

  	
   

  	
  0.4446

  	
  %