Exhibit 10.1


 


AGREEMENT
OF PURCHASE AND SALE


 


 


by and between


 


 


NYT REAL ESTATE
COMPANY LLC,


 


a New York limited
liability company,


 


as SELLER


 


and


 


620 EIGHTH NYT
(NY) LIMITED PARTNERSHIP,


 


a Delaware limited
partnership,


 


as BUYER


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I
  CERTAIN DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II
  PURCHASE AND SALE OF PROPERTY

  	
  4

  
	
  Section 2.1

  	
  Sale

  	
  4

  
	
   

  	
   

  
	
  ARTICLE III
  PURCHASE PRICE 

  	
  5

  
	
  Section 3.1

  	
  Purchase Price

  	
  5

  
	
   

  	
   

  
	
  ARTICLE IV
  TITLE 

  	
  6

  
	
  Section 4.1

  	
  Transfer

  	
  6

  
	
  Section 4.2

  	
  Evidence of Transfer

  	
  6

  
	
   

  	
   

  
	
  ARTICLE V
  INTENTIONALLY OMITTED

  	
  6

  
	
   

  	
   

  
	
  ARTICLE VI
  BUYER’S REPRESENTATIONS AND WARRANTIES

  	
  6

  
	
  Section 6.1

  	
  Representations and Warranties
  of Buyer

  	
  6

  
	
  Section 6.2

  	
  Survival

  	
  7

  
	
   

  	
   

  
	
  ARTICLE VII
  BROKERS AND EXPENSES

  	
  8

  
	
  Section 7.1

  	
  Brokers

  	
  8

  
	
  Section 7.2

  	
  Expenses

  	
  8

  
	
   

  	
   

  
	
  ARTICLE VIII
  CLOSING

  	
  8

  
	
  Section 8.1

  	
  Closing

  	
  8

  
	
  Section 8.2

  	
  Closing Deliveries

  	
  8

  
	
  Section 8.3

  	
  Prorations

  	
  12

  
	
  Section 8.4

  	
  Indemnification

  	
  12

  
	
   

  	
   

  
	
  ARTICLE IX RISK
  OF LOSS AND INSURANCE PROCEEDS

  	
  12

  
	
  Section 9.1

  	
  Casualty

  	
  12

  
	
  Section 9.2

  	
  Condemnation

  	
  12

  
	
  Section 9.3

  	
  Survival

  	
  12

  
	
   

  	
   

  
	
  ARTICLE X
  CONDITIONS TO CLOSING

  	
  13

  
	
  Section 10.1

  	
  Conditions to Buyer’s
  Obligation to Close

  	
  13

  
	
  Section 10.2

  	
  Conditions to Seller’s
  Obligation to Close

  	
  13

  
	
  Section 10.3

  	
  Failure to Satisfy Conditions

  	
  13

  
	
   

  	
   

  
	
  ARTICLE XI
  MISCELLANEOUS

  	
  14

  
	
  Section 11.1

  	
  Notices

  	
  14

  
	
  Section 11.2

  	
  Entire Agreement

  	
  14

  



 

















 


	
  Section 11.3

  	
  Further Assurances

  	
  15

  
	
  Section 11.4

  	
  Jury Trial Waiver

  	
  15

  
	
  Section 11.5

  	
  No Merger

  	
  15

  
	
  Section 11.6

  	
  Assignment

  	
  15

  
	
  Section 11.7

  	
  Counterparts and Facsimile

  	
  15

  
	
  Section 11.8

  	
  Governing Law; Consent to
  Jurisdiction

  	
  15

  
	
  Section 11.9

  	
  Confidentiality

  	
  16

  
	
  Section 11.10

  	
  Interpretation of Agreement

  	
  16

  
	
  Section 11.11

  	
  General Rules of
  Construction

  	
  16

  
	
  Section 11.12

  	
  Limited Liability

  	
  17

  
	
  Section 11.13

  	
  Amendments

  	
  17

  
	
  Section 11.14

  	
  Tax Treatment

  	
  17

  



 


2

















 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 4.2

  	
  Permitted
  Exceptions

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Severance Lease

  	
   

  
	
  Exhibit A-2

  	
  Legal Description

  	
   

  
	
  Exhibit B-1

  	
  Form of Lease
  Agreement

  	
   

  
	
  Exhibit B-2

  	
  Form of Lease
  Guaranty

  	
   

  
	
  Exhibit C

  	
  Form of Assignment
  and Assumption of Severance Lease

  	
   

  
	
  Exhibit D

  	
  Form of Bill of
  Sale and Assignment

  	
   

  
	
  Exhibit E

  	
  Settlement Statement
  and Disbursement Schedule

  	
   

  
	
  Exhibit F

  	
  FIRPTA Certificate

  	
   

  
	
  Exhibit G

  	
  Landlord’s Estoppel
  Certificate

  	
   

  
	
  Exhibit H

  	
  Condominium Estoppel
  Certificate

  	
   

  
	
  Exhibit I

  	
  Assumption Agreement

  	
   

  
	
  Exhibit J

  	
  Title Confirmation
  Letter

  	
   

  
	
  Exhibit K

  	
  IDA Consent,
  Subordination and Assumption Agreement

  	
   

  
	
  Exhibit L

  	
  Memorandum of Lease

  	
   

  
	
  Exhibit M

  	
  NYT Sublease Agreement

  	
   

  
	
  Exhibit N

  	
  Wrap Mortgage

  	
   

  
	
  Exhibit O

  	
  Wrap Mortgage
  Affidavits

  	
   

  
	
  Exhibit P

  	
  NYC Transit Authority
  Estoppel

  	
   

  
	
  Exhibit Q

  	
  Subordination of
  Management Agreement

  	
   

  
	
  Exhibit R

  	
  Assignment and
  Assumption of Management Agreement

  	
   

  
	
  Exhibit S

  	
  Seller Certificate

  	
   

  
	
  Exhibit T

  	
  Guarantor Certificate

  	
   

  
	
  Exhibit U

  	
  Side Letter re:
  purchase of loan

  	
   

  
	
  Exhibit V

  	
  Lessee Estoppel

  	
   

  
	
  Exhibit W

  	
  First Note

  	
   

  
	
  Exhibit X

  	
  First Mortgage

  	
   

  
	
  Exhibit Y

  	
  First Mortgage UCC-1

  	
   

  
	
  Exhibit Z

  	
  Wrap Mortgage UCC-1

  	
   

  
	
  Exhibit AA

  	
  Third Declaration to
  Severance Lease

  	
   

  
	
  Exhibit BB

  	
  Third Declaration to
  Declaration

  	
   

  
	
  Exhibit CC

  	
  New Severance Sublease

  	
   

  
	
  Exhibit DD

  	
  Assignment of New
  Severance Sublease

  	
   

  
	
  Exhibit EE

  	
  ESDC Mortgage
  Assignment

  	
   

  
	
  Exhibit FF

  	
  ESDC Wrap Mortgage
  Assignment

  	
   

  
	
  Exhibit GG

  	
  Release as to New
  Severance Sublease

  	
   

  



 


3
















 


AGREEMENT
OF PURCHASE AND SALE


 


THIS AGREEMENT OF
PURCHASE AND SALE (“Agreement”) dated as of March 6, 2009 (the “Effective
Date”), is by and between NYT REAL ESTATE COMPANY LLC, a New York limited
liability company (“Seller”), and 620 EIGHTH NYT (NY) LIMITED
PARTNERSHIP, a Delaware limited partnership (“Buyer”).


 


WITNESSETH:


 


WHEREAS, Seller is the
owner of that certain Property defined herein; and


 


WHEREAS, Seller desires
to sell to Buyer, and Buyer desires to purchase from Seller, the Property on
the terms and conditions set forth in this Agreement;


 


NOW, THEREFORE, in
consideration of the mutual promises hereinafter set forth and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows.


 


ARTICLE
I

CERTAIN DEFINITIONS


 


“Additional Property”
is defined in Section 2.1(a)(ii).


 


“Agreement” means
this Agreement of Purchase and Sale.


 


“Apportioned Items”
is defined in Section 8.3(a).


 


“Bill of Sale and
Assignment” is defined in Section 4.1(b).


 


“Broker” is
defined in Section 7.1.


 


“Building” is
defined in Section 2.1(b).


 


“Buyer” is defined
in the introductory paragraph of this Agreement.


 


“Buyer’s Closing
Deliveries” is defined in Section 8.2(b).


 


“Buyer’s Default”
is defined in Section 3.1(b)(i).


 


“Condominium” is
defined in Section 2.1(a)(i).


 


“Condominium Act”
means Article 9-B of the Real Property Law of the State of New York.


 

















 


“Condominium Boards”
means the Condominium Board of Managers and the NYTC Condominium Board of
Managers, as such terms are defined in the Condominium Declaration.


 


“Condominium
Declaration” means 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, 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, 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, which Third Amendment was dated March   , 2009, and is
intended to recorded in the Register’s Office, including the By-Laws and Rules and
Regulations thereunder.


 


“Condominium Units”
is defined in Section 2.1(a)(i).


 


“Closing” is
defined in Section 2.2(b).


 


“Closing Date” is
defined in Section 8.1.


 


“Effective Date”
is defined in the introductory paragraph of this Agreement.


 


“Escrow Letter”
means an escrow letter delivered by the Buyer’s counsel to the Title Company on
or before the Closing Date and acknowledged by the Seller and the Title
Company.


 


“ESDC” means NEW
YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A/ EMPIRE STATE DEVELOPMENT
CORPORATION.


 


“Excluded Units”
is defined in Section 2.1(b)(iii).


 


“Federal Code” is
defined in Section 8.2(a) (iv).


 


“First Note” means
a promissory note to be entered into as of the Closing Date, between 620 EIGHTH
LENDER NYT (NY) LIMITED PARTNERSHIP and Seller, in the form annexed hereto as Exhibit “W”.


 


“First Mortgage”
means a mortgage to be entered into, and recorded with the Register’s Office,
as of the Closing Date, among 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP,
ESDC and Seller with respect to the Property, in the form annexed hereto as Exhibit “X”.


 


“Governmental
Authority” means any federal, state or local government, authority, agency
or regulatory body.


 


“Indemnified Party”
is defined in Section 7.1.


 


“Intangible Property”
is defined in Section 2.1(a)(iii).


 


2

















 


“Lease Agreement”
means a Lease Agreement to be entered into as of the Closing Date, between
Buyer, as landlord, and Seller (“Lease Back Tenant”), as tenant, with
respect to the Property, in the form annexed hereto as Exhibit “B-1”.


 


“Lease Guaranty”
means a guaranty of the Lease Agreement to be executed and delivered by the
guarantors identified therein at Closing in the form annexed hereto as Exhibit “B-2”.


 


“Permitted Exceptions”
is defined in Section 4.2.


 


“Person” means an
individual, partnership, joint venture, corporation, trust, unincorporated
association, any other entity and any government or any department or agency
thereof, whether acting in an individual, fiduciary or other capacity.


 


“Property” is
defined in Section 2.1.


 


“Proprietary
Information” means any written, oral, documentary or other information
relating to the Transaction which is received by one party from the other party
and is not publicly available, including, without limitation, (a) information
relating to the ownership, condition, operation and/or financial performance of
the Property, and (b) information relating to the terms and conditions on
which Buyer is willing to enter into the Transaction and the terms on which
Buyer is able to obtain financing with respect to the Transaction. Information
shall not be deemed Proprietary Information if such information: (i) is
already known to the receiving party without obligation of confidentiality,
from a source other than the other party; (ii) is or hereafter becomes
publicly known by the receiving party through no wrongful act, fault or
negligence of the receiving party; (iii) is received by the receiving
party without restriction and without breach of this or any other Agreement from
a third party entitled to disclose it or (iv) is independently developed
by the receiving party.


 


“Purchase Price”
is defined in Section 3.1(a).


 


“Real Property” is
defined in Section 2.1(a)(i).


 


“Register’s Office”
means the New York County Office of the Register of The City of New York.


 


“Seller” is
defined in the introductory paragraph of this Agreement.


 


“Seller’s Closing
Deliveries” is defined in Section 8.2(a).


 


“Seller’s Personal
Property” shall mean all furniture, furnishings equipment and other
personal property of Seller, 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
Building and any other personal property owned by Seller or a sublessee of
Seller or other occupant of the Property; provided that in no case shall Seller’s
Personal Property include fixtures or built-in heating, ventilating, 


 


3

















 


air-conditioning, and
electrical equipment (including power panels) to be utilized in connection with
the operation of the Property.


 


“Settlement Statement
and Disbursement Schedule” means a Settlement Statement and Disbursement
Schedule to be entered into as of the Closing Date, between Buyer and Seller,
in the form annexed hereto as Exhibit “E”.


 


“Severance Lease”
is defined in Section 2.1(a)(i).


 


“Title Company” is
defined in Section 4.1.


 


“Title Confirmation
Letter” is defined in Section 4.2.


 


“Title Policy” is
defined in Section 4.2.


 


“Transaction”
means the transaction contemplated in this Agreement.


 


ARTICLE
II

PURCHASE AND SALE OF PROPERTY


 


Section 2.1            Sale.  (a)  Seller
hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase
from Seller, subject to the terms and conditions set forth herein, the
following:


 


(i)            all of Seller’s
right, title and interest as lessee under that certain lease more particularly
described in Exhibit “A-1” (the “Severance Lease”),
including, without limitation, all of Seller’s right, title and interest in and
to the leasehold condominium units (the “Condominium Units”) in The New
York Times Building Condominium (the “Condominium”) more particularly
described on Exhibit “A-2” annexed hereto and Seller’s undivided
interest in the Condominium common elements appurtenant to the Condominium
Units. The parcel of land on which the Condominium is located, as more
particularly described in Exhibit “A-2”, is hereinafter called the “Real
Property”, and the building in which the Condominium Units are located (i.e.,
620 Eighth Avenue, New York, New York), together with all other structures and
improvements situated on, or affixed or appurtenant to the Real Property, are
collectively herein called the “Building”;


 


(ii)           all of Seller’s
right, title and interest appurtenant to the Condominium Units in and to any
fixtures, equipment and machinery affixed to the Building and used solely for
the operation of the Building (such as, by way of example, HVAC, plumbing,
electrical, mechanical and fire safety fixtures, machinery and equipment, fire
safety equipment) (the “Additional Property”), but the Additional
Property shall exclude the Seller’s Personal Property; and


 


(iii)          all of Seller’s
right, title and interest appurtenant to the Condominium Units in and to (a) any
assignable guaranties, warranties, certificates, rights and privileges relating
to the Condominium Units or the Additional Property in effect on the Closing
Date (as hereinafter defined), (b) any assignable licenses and permits
relating to the Land, the Building or the Additional Property in effect on the
Closing Date, (c) any drawings, plans or


 


4

















 


specifications
relating to the Building or the Additional Property to the extent in Seller’s
possession or control on the Closing Date, (d) any site plans, surveys,
environmental reports, architectural renderings, engineering plans and studies
and floor plans relating to the Land, the Building or the Additional Property
to the extent in Seller’s possession or control on the Closing Date, and (e) all
utility, service, maintenance and other similar contracts relating to the Land,
the Building or the Additional Property in effect on the Closing Date (the “Intangible
Property”).


 


(iv)          All of the items
referred to in subparagraphs 2.1(a)(i), (ii), and (iii) above are
collectively referred to as the “Property.”


 


(b)           The term “Property”
shall exclude the following:


 


(i)            Any existing cause
of action, or damage claim, of or against Seller.


 


(ii)           All rights and
interests of Seller with respect to any amounts due Seller with respect to the
Property and arising prior to the Closing (including but not limited to, tax
refunds, casualty or condemnation proceeds, utility deposits, rents or other
income from the Property) to the extent attributable to periods prior to
Closing.


 


(iii)          All rights and
interests of Seller with respect to the condominium units comprising Floors 21
through 27 of the Building and their respective undivided interest in the
Condominium common elements (the “Excluded Units”).


 


(iv)          Seller’s Personal
Property.


 


(v)           All trademarks,
tradenames, logos and other intellectual property rights relating to The New
York Times Company and its subsidiaries and affiliates and/or related media
groups.


 


(vi)          All right, title and
interest of Seller in and to that certain (i) NYTC Facility Maintenance
and Management Agreement relating to the Condominium Units and the Excluded
Units between Seller and First New York Partners Management, LLC dated as of January 4,
2007, and (ii) that certain Management Agreement relating to the Excluded
Units between Seller and First New York Partners Management, LLC dated as of April
  , 2008.


 


ARTICLE
III

Purchase Price


 


Section 3.1            Purchase
Price.


 


(a)           The purchase price
of the Property is TWO HUNDRED TWENTY-FIVE MILLION AND NO/100 ($225,000,000.00)
DOLLARS (the “Purchase Price”).


 


(b)           The Purchase Price
shall be deposited with the Title Company pursuant to the Escrow Letter and
upon the closing be paid to or as directed by Seller in immediately available
funds via wire transfer at the consummation of the purchase and sale
contemplated hereunder (the “Closing”), subject to adjustment for
interest and costs as provided for in accordance with the Settlement Statement
and Disbursement Schedule.


 


5

















 


ARTICLE
IV

TITLE


 


Section 4.1            Transfer.
At the Closing, Seller shall:


 


(a)           assign to Buyer
Seller’s interest in the Severance Lease by Assignment of Lease in the form of Exhibit “C”
(the “Severance Lease Assignment”); and


 


(b)           convey to Buyer
Seller’s interest in the Additional Property and Intangible Property by good
and sufficient Bill of Sale and Assignment in the form of Exhibit “D”
(the “Bill of Sale and Assignment”).


 


Section 4.2            Evidence
of Transfer. Chicago Title Insurance Company, First American
Title Insurance Company and/or Title Associates or any other title insurance
company licensed to do business in New York acceptable to Buyer (the “Title
Company”) shall issue, at the Closing, (i) an acknowledgment letter in
the form attached hereto as Exhibit “J” (the “Title Confirmation
Letter”) and (ii) its standard Mortgagee’s American Land Title
Association Policy of Title Insurance (the “Title Policy”) in the amount
of Two Hundred Fifty Million Dollars ($250,000,000) showing Buyer as first
mortgagee, containing such endorsements as Buyer shall reasonably request and
subject to no exceptions other than the following (“Permitted Exceptions”):


 


(a)           liens for local real
estate taxes, PILOT and assessments not yet due and payable;


 


(b)           the exceptions set
forth on Schedule 4.2  attached
hereto;  and


 


(c)           such other
exceptions as Buyer has approved or waived in writing.


 


ARTICLE
V

INTENTIONALLY OMITTED


 


ARTICLE
VI

BUYER’S REPRESENTATIONS AND WARRANTIES


 


Section 6.1            Representations
and Warranties of Buyer. Buyer represents and warrants to
Seller that as of the date hereof and the Closing Date:


 


(a)           Buyer is a Delaware
limited partnership, duly organized, validly existing and in good standing
under the laws of Delaware and duly authorized to conduct business as a foreign
entity in the State of New York. Buyer’s principal place of business is c/o
W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, NY
10020.


 


(b)           Buyer has full
power, authority and legal right to purchase the Property from Seller and
execute and deliver this Agreement and the Lease Agreement, execute and deliver
such instruments, documents and agreements as may be necessary or appropriate
to effect the foregoing transactions, and perform and observe the terms and
conditions of each of the documents described above.


 


6

















 


(c)           This Agreement and
all other documents executed by Buyer which are to be delivered to Seller at
the Closing (i) are or at the time of the Closing will be duly authorized,
executed and delivered by Buyer, (ii) are or at the time of the Closing
will be legal, valid and binding obligations of Buyer enforceable against Buyer
in accordance with their terms, (iii) do not and at the time of Closing
will not violate any of Buyer’s charter documents and (iv) do not and at
the time of Closing will not conflict with or result in the breach of any
judgment, decree, writ, injunction, order or award of any arbitrator, court or
governmental authority binding upon Buyer, or result in the breach of any term
or provision of, or constitute a default, or result in the acceleration of any
obligation under any loan agreement, indenture, financing agreement, or any
other agreement or instrument of any kind to which Buyer is a party or to which
Buyer or the Property is subject.


 


(d)           Buyer is not a
foreign corporation, foreign partnership, foreign trust and/or foreign estate
(as those terms are defined in the Internal Revenue Code of 1986, as amended
and in the accompanying regulations), and Buyer’s U.S. employer identification
number is      80-0334693.


 


(e)           Neither Buyer nor
any member of Buyer is a Specially Designated National or Blocked Person. As
used herein, the term “Specially Designated National or Blocked Person” shall
mean a person or entity (i) designated by the Department of Treasury’s
Office of Foreign Assets Control, or other governmental entity, from time to
time as a “specially designated national or blocked person” or similar status, (ii) described
in Section 1 of U.S. Executive Order 13224 issued on September 23,
2001, or (iii) otherwise identified by government or legal authority as a
person or entity with whom Buyer or its affiliates are prohibited from
transacting business.


 


(f)            Buyer has not
commenced a voluntary case under Bankruptcy Law nor has there been commenced
against Buyer an involuntary case under Bankruptcy Law, nor has Buyer consented
to the appointment of a Custodian of it or for all or any substantial part of
its property, nor has a court of competent jurisdiction entered an order or
decree under any applicable Bankruptcy Law that is for relief against Buyer or
appoints a Custodian for Buyer or for all or any substantial part of Buyer’s
property. The term “Bankruptcy Law” means the United States Bankruptcy Code, 11
U.S.C.A. §§ 101 et  seq. or any federal or state insolvency laws
or laws for composition of indebtedness or for the reorganization of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator or similar
official under and Bankruptcy Law.


 


(g)           No authorizations,
consents or approvals of or filings with any Governmental Authority or any
other Person is required with respect to Buyer for the execution and delivery
of this Agreement and the performance of its obligations hereunder.


 


Section 6.2            Survival.
All representations and warranties of Buyer contained in Section 6.1 shall
survive the Closing indefinitely.


 


7

















 


ARTICLE
VII

BROKERS AND EXPENSES


 


Section 7.1            Brokers.
The parties represent and warrant to each other that except for Cushman &
Wakefield, Inc.  (the “Broker”),
whose commission shall be paid by Seller pursuant to separate written agreement
upon the Closing, no broker or finder was instrumental in arranging or bringing
about this transaction and that there are no claims or rights for brokerage
commissions or finder’s fees in connection with the transactions contemplated by
this Agreement. If any Person brings a claim for a commission or finder’s fee
based upon any contact, dealings or communication with Buyer or Seller, then
the party through whom such Person makes his claim shall defend the other party
(the “Indemnified Party”) from such claim, and shall indemnify the
Indemnified Party and hold the Indemnified Party harmless from any and all
costs, damages, claims, liabilities or expenses (including, without limitation,
reasonable attorneys’ fees and disbursements) incurred by the Indemnified Party
in defending against the claim except that the foregoing obligation to
indemnify shall not apply to Buyer as to any claim by Broker. The provisions of
this Section 7.1 shall survive the Closing.


 


Section 7.2            Expenses.
All other closing costs shall be allocated to and paid by the
applicable Person as provided for in accordance with the Settlement Statement
and Disbursement Schedule. The provisions of this Section 7.2 shall
survive the Closing.


 


ARTICLE
VIII

CLOSING


 


Section 8.1            Closing.
The Closing hereunder shall be held and delivery of all items to be made at the
Closing under the terms of this Agreement shall be made at the offices of DLA
Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York
10020 or at such other place or in such other manner as the parties shall
mutually agree, on March   , 2009 (the “Closing Date”). The
Closing shall occur and Buyer’s funds shall be received by the Title Company on
or before 5:00 p.m. E.S.T. on the Closing Date for disbursement in
accordance with the terms of Section 3.1.


 


Section 8.2            Closing
Deliveries.


 


(a)           At or before the
Closing, Seller shall deliver to Buyer the following items (collectively, the “Seller’s
Closing Deliveries”):


 


(i)            the duly executed
and acknowledged Severance Lease Assignment from the Seller;


 


(ii)           two (2) duly
executed counterparts of the Bill of Sale and Assignment;


 


(iii)          two (2) duly
executed counterparts of the Lease Agreement from the Seller;


 


(iv)          two (2) duly
executed counterparts of the Lease Guaranty executed by the guarantors
thereunder;


 


8

















 


(v)           a duly executed
Settlement Statement and Disbursement Schedule executed by the Seller;


 


(vi)          the duly executed
and acknowledged First Note;


 


(vii)         the duly executed
and acknowledged First Mortgage, as recorded with the Register’s Office;


 


(viii)        a duly executed
affidavit pursuant to Section 1445(b)(2) of the United States
Internal Revenue Code of 1986, as amended (the “Federal Code”) in the
form attached hereto as Exhibit “F”, executed by the Seller and on
which Buyer is entitled to rely, that Seller is not a “foreign person” within
the meaning of Section 1445(f)(3) of the Federal Code;


 


(ix)           a duly executed and
acknowledged title affidavit executed by the Seller in form reasonably required
by the Title Company;


 


(x)            a duly executed and
acknowledged estoppel certificate from the lessor under the Severance Lease in
the form attached hereto as Exhibit “G”;


 


(xi)           a duly executed and
acknowledged estoppel certificate from the Condominium Boards in the form
attached hereto as Exhibit “H”;


 


(xii)          two (2) duly
executed and acknowledged counterparts of an assumption agreement executed by
the Seller in the form attached hereto as Exhibit “I”;


 


(xiii)         a duly executed and
acknowledged consent, subordination and assumption agreement executed by the
parties thereunder in the form attached hereto as Exhibit “K”;


 


(xiv)        two (2) duly
executed and acknowledged counterparts of a memorandum of lease executed by the
Seller in the form attached hereto as Exhibit “L”;


 


(xv)         a duly executed and
acknowledged sublease agreement executed by the Seller and The New York Times
Company in the form attached hereto as Exhibit “M”;


 


(xvi)        a duly executed and
acknowledged wrap mortgage executed by the Seller and ESDC in the form attached
hereto as Exhibit “N”;


 


(xvii)       two (2) duly
executed and acknowledged counterparts of the affidavits in the form attached
hereto as Exhibit “O”;


 


(xviii)      a duly executed and
acknowledged estoppel from the NYC Transit Authority in the form attached
hereto as Exhibit “P”;


 


(xix)         a duly executed and
acknowledged subordination of management agreement executed by the parties
thereunder (except for the Buyer) in the form attached hereto as Exhibit “Q”;


 


9
















 


(xx)          a duly executed and
acknowledged assignment and assumption of management agreement executed by the
parties thereunder (except for the Buyer) in the form attached hereto as Exhibit “R”;


 


(xxi)         two (2) duly
executed and acknowledged counterparts of the seller certificate in the form
attached hereto as Exhibit “S”;


 


(xxii)        two (2) duly
executed and acknowledged counterparts of the guarantor’s certificate executed
by the parties thereunder in the form attached hereto as Exhibit “T”;


 


(xxiii)       a duly executed
letter of credit in the form and substance required by the Lease Agreement;


 


(xxiv)       two (2) duly
executed and acknowledged counterparts of the side letter re: purchase of loan
in the form attached hereto as Exhibit “U”;


 


(xxv)        a duly executed
opinion of the Seller’s counsel issued in connection with the Transactions in
the form required by the Buyer;


 


(xxvi)       UCC-1 Financing
Statements from the Seller to 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP in
the form attached hereto as Exhibit “Y”;


 


(xxvii)      UCC-1 Financing
Statements from the Seller to the Buyer in the form attached hereto as Exhibit “Z”;


 


(xxviii)     a duly executed and
acknowledged counterpart of the third amendment to the Severance Lease executed
by the parties thereunder in the form attached hereto as Exhibit “AA”;


 


(xxix)       a duly executed and
acknowledged counterpart of the third amendment to the Condominium Declaration
executed by the parties thereunder in the form attached hereto as Exhibit “BB”;


 


(xxx)        a duly executed and
acknowledged counterpart of the new severance sublease executed by the parties
thereunder in the form attached hereto as Exhibit “CC”;


 


(xxxi)       a duly executed and
acknowledged counterpart of the assignment of new severance sublease executed
by the parties thereunder in the form attached hereto as Exhibit “DD”;


 


(xxxii)      a duly executed and
acknowledged counterpart of the assignment executed by ESDC in the form
attached hereto as Exhibit “EE”;


 


(xxxiii)     a duly executed and
acknowledged counterpart of the assignment executed by ESDC in the form
attached hereto as Exhibit “FF”;


 


10

















 


(xxxiv)     a duly executed and
acknowledged counterpart of the release as to the new severance sublease
executed by 42DP in the form attached hereto as Exhibit “GG”; and


 


(xxxv)      the New York City
Department of Finance Real Property Transfer Tax Return (the “RPT Return”)
and the New York State Combined Real Estate Transfer Tax Return and Credit Line
Mortgage Certificate (the “Form TP-584”), each claiming an
exemption from transfer taxes on the basis of the transaction constituting a
conveyance to secure a debt or other obligation, duly executed by Seller.


 


(b)           At or before the
Closing, Buyer shall deliver to Seller the following items (collectively, the “Buyer’s
Closing Deliveries”):


 


(i)            funds necessary to
pay the Purchase Price;


 


(ii)           two (2) duly
executed counterparts of the Severance Lease Assignment executed by the Buyer;


 


(iii)          two (2) duly
executed counterparts of the Lease Agreement executed by the Buyer;


 


(iv)          a duly executed
counterpart of the Settlement Statement and Disbursement Schedule executed by
the Buyer;


 


(v)           two (2) duly
executed and acknowledged counterparts of an assumption agreement executed by
the Buyer in the form attached hereto as Exhibit “I”;


 


(vi)          two (2) duly
executed and acknowledged counterparts of a memorandum of lease executed by the
Buyer in the form attached hereto as Exhibit “L”;


 


(vii)         a duly executed and
acknowledged subordination of management agreement executed by the Buyer in the
form attached hereto as Exhibit “Q”;


 


(viii)        a duly executed and
acknowledged assignment and assumption of management agreement executed by the
Buyer in the form attached hereto as Exhibit “R”;


 


(ix)           two (2) duly
executed and acknowledged counterparts of the lessee estoppel in the form
attached hereto as Exhibit “V”; and


 


(x)            the RPT Return and Form TP-584,
duly executed by Buyer.


 


(c)           Buyer and Seller
shall each deliver to one another, and to the Title Company as appropriate,
such other instruments as are reasonably required by the Title Company or
otherwise required to consummate the purchase and sale of the Property in
accordance with the terms hereof.  Buyer
and Seller hereby designate Title Company as the “Reporting Person” for the
transaction pursuant to Section 6045(e) of the Federal Code and the
regulations promulgated thereunder.


 


11

















 


Section 8.3            Prorations.


 


(a)           The parties
acknowledge that, pursuant to the Lease Agreement, from and after the Closing
Date, Lease Back Tenant will be responsible for all income of whatever nature
earned from or with respect to the Property (other than rentals under the Lease
Agreement) and for the payment of all real property taxes, assessments,
insurance premiums, utility charges and all other items customarily apportioned
in sales of real property in the jurisdiction in which the Property is located
(the “Apportioned Items”).  In
consideration of the foregoing, no provision shall be made at Closing with
respect to the apportionment of any Apportioned Item.


 


(b)           The provisions of
this Section 8.3 shall survive the Closing.


 


Section 8.4            Indemnification.  Seller agrees to indemnify,
defend and hold the Buyer Indemnified Parties harmless from any liability,
claim, loss, expense or damage suffered or asserted by any person or entity
against such Buyer Indemnified Parties that arises from any act or omission of
Seller or its agents, employees or contractors in connection with ownership or
operation of the Property occurring, or arising, or accruing on or before the
Closing.  The indemnification set forth
in this Section 8.4 shall survive the Closing.


 


ARTICLE
IX

RISK OF LOSS AND INSURANCE PROCEEDS


 


Section 9.1            Casualty.  Risk of loss to the Improvements or any part
thereof from damage or destruction by fire or other casualty shall remain upon
Seller until the Closing.  Seller shall
give Buyer timely notice of the occurrence of damage or destruction of any
portion of the Condominium Units.  In the
event the Condominium Units are destroyed or damaged by fire or other casualty
prior to the Closing, this Agreement shall, at the election of either party, be
terminated, and neither party shall have any further rights or obligations
hereunder except as provided in those Sections which expressly survive the
termination of this Agreement.  In the
event neither party shall terminate this Agreement, Seller agrees to pay to
Buyer at the Closing all insurance proceeds which Seller has received as a
result of the same, if any, and assign to Buyer all insurance proceeds payable
as a result of the same without Seller replacing or repairing such damage.


 


Section 9.2            Condemnation.  Seller shall give Buyer notice of the
occurrence prior to the Closing of the commencement of condemnation proceedings
affecting, any portion of the Condominium Units.  In the event that all or any portion of the
Condominium Units is the subject of any commencement of condemnation
proceedings prior to the Closing, then either party may, at its option,
terminate this Agreement.  If either
elects to terminate this Agreement, then this Agreement shall terminate and
neither party shall have any further rights or obligations hereunder except as
provided in those Sections which expressly survive the termination of this agreement.  If the awards have not been collected as of
the Closing, then such awards shall be assigned to Buyer, and Buyer shall not
receive any credit against the Purchase Price with respect to such awards.


 


Section 9.3            Survival.  The provisions of this Article IX shall
survive the Closing.


 


12

















 


ARTICLE
X

CONDITIONS TO CLOSING


 


Section 10.1         Conditions
to Buyer’s Obligation to Close.  The obligation of Buyer to acquire the
Property on the Closing Date shall be subject to the satisfaction or written
waiver of the following conditions precedent on and as of the Closing Date:


 


(a)           Seller’s
Performance.  Seller shall
have performed all covenants and obligations required by this Agreement to be
performed or delivered by it on or before the Closing Date.


 


Seller’s Closing Deliveries.  Seller shall have delivered all of Seller’s
Closing Deliveries.


 


(b)           Title
Policy.  The Title Company
shall be unconditionally obligated and prepared, and record (as applicable) of
all conveyance documents, to issue the Title Policy and the Title Confirmation
Letter.


 


Section 10.2         Conditions
to Seller’s Obligation to Close. The obligation of Seller to
convey and transfer to Buyer the Property on the Closing Date is subject to the
satisfaction or written waiver of the following conditions precedent on and as
of the Closing Date:


 


(a)           Representations
and Warranties of Buyer.  The
representations and warranties of Buyer set forth in Section 6.1 shall be
true, complete and correct in all material respects on and as of the Effective
Date and on and as of the Closing Date.


 


(b)           Buyer’s
Performance. Buyer shall have performed all covenants and
obligations required by this Agreement to be performed or delivered by it on or
before the Closing Date, including, without limitation, delivery of the
Purchase Price.


 


(c)           Buyer’s
Closing Deliveries.  Buyer
shall have delivered to the Title Company all of Buyer’s Closing Deliveries.


 


Section 10.3         Failure
to Satisfy Conditions.


 


(a)           Buyer’s
Obligations to Close.  If any
of the conditions to Buyer’s obligation to close set forth in Section 10.1
is not satisfied on or prior to the Closing Date, Buyer shall have the right
to:  (i) terminate this Agreement or
(ii) consummate the purchase of the Property with no reduction in the
Purchase Price and without any further liability of Seller on account of such
conditions to close having been satisfied.


 


(b)           Seller’s
Obligations to Close.  If any
of the conditions to Seller’s obligation to close set forth in Section 10.2
is not satisfied on or prior to the Closing Date, Seller shall have the right
to:  (i) terminate this Agreement or
(ii) consummate the sale of the Property with no reduction in the Purchase
Price and without any further liability of Buyer on account of such conditions
to close having been satisfied.


 


13

















 


ARTICLE
XI

MISCELLANEOUS


 


Section 11.1         Notices.  Any notices required or permitted to be given
hereunder shall be given in writing and shall be delivered (a) in person, (b) by
certified mail, postage prepaid, return receipt requested, or (c) by a
commercial national overnight courier that guarantees next day delivery and
provides a receipt, and such notices shall be addressed as follows:


 




	
  To
  Buyer:

  	
  620
  Eighth NYT (NY) Limited Partnership

  
	
   

  	
  c/o
  W.P. Carey & Co. LLC

  
	
   

  	
  50
  Rockefeller Plaza

  
	
   

  	
  New
  York, New York 10020

  
	
   

  	
  Attn:
  Jason Fox

  
	
   

  	
   

  
	
  With
  a copy to:

  	
  Reed
  Smith LLP

  
	
   

  	
  599
  Lexington Avenue, 29th Floor

  
	
   

  	
  New
  York, New York 10022

  
	
   

  	
  Attn:
  Joseph M. Marger, Esq.

  
	
   

  	
   

  
	
  To Seller:

  	
  NYT Real Estate Company LLC

  
	
   

  	
  c/o The New York Times Company

  
	
   

  	
  620 Eighth Avenue

  
	
   

  	
  New York, New York 10018

  
	
   

  	
  Attention: R. Anthony Benten

  
	
   

  	
   

  
	
  With a copy to:

  	
  NYT Real Estate Company LLC

  
	
   

  	
  c/o The New York Times Company

  
	
   

  	
  620 Eighth Avenue

  
	
   

  	
  New York, New York 10018

  
	
   

  	
  Attention: Kenneth A.
  Richieri, General Counsel

  
	
   

  	
   

  
	
  And to:

  	
  DLA Piper LLP (US)

  
	
   

  	
  1251 Avenue of the
  Americas

  
	
   

  	
  New York, New York
  10022

  
	
   

  	
  Phone No.: (212)
  335-4610

  
	
   

  	
  Fax No.: (212) 884-8600

  
	
   

  	
  Attn: Martin D.
  Polevoy, Esq.

  






 


or to such other address
as either party may from time to time specify in writing to the other
party.  Any notice shall be deemed
delivered when actually delivered, if such delivery is in person, upon deposit
with the U.S. Postal Service, if such delivery is by certified mail, upon
deposit with the overnight courier service, if such delivery is by an overnight
courier service, and upon transmission, if such delivery is by telefacsimile or
telecopy.


 


Section 11.2         Entire
Agreement.  This
Agreement, together with the Schedules and Exhibits attached hereto, contain
all representations, warranties and covenants made by Buyer 


 


14

















 


and Seller and constitute the entire understanding between the parties
hereto with respect to the subject matter hereof.  Any prior correspondence, memoranda or
agreements are replaced in total by this Agreement together with the Exhibits
hereto.


 


Section 11.3         Further
Assurances.  The
parties hereby agree to (i) take such additional actions and to execute
and deliver such additional documents as shall be necessary to consummate the
transaction contemplated herein and (ii) execute, deliver, record and
furnish such documents as may be necessary to correct any errors of a
typographical nature or inconsistencies which may be contained in this
Agreement.  The provisions of this Section 11.3
shall survive the Closing.


 


Section 11.4         Jury
Trial Waiver.  The
parties hereby agree to waive any right to trial by jury with respect to any
action or proceeding brought by either party or any other Person, relating to (A) this
Agreement and/or any understandings or prior dealings between the parties
hereto, or (B) the Property or any part thereof.  The parties hereby acknowledge and agree that
this Agreement constitutes a written consent to waiver of trial by jury
pursuant to any applicable state statutes.


 


Section 11.5         No
Merger.  The
obligations contained herein shall not merge with the transfer of title to the
Property but shall remain in effect until fulfilled.


 


Section 11.6         Assignment.  Buyer’s rights and obligations hereunder
shall not be assignable without the prior written consent of Seller, in its
sole discretion.  Notwithstanding the
foregoing, Buyer shall have the right to assign its rights and obligations
hereunder to any of its wholly-owned, single-purpose bankruptcy remote
affiliates with the prior written consent of Seller, such consent not to be
unreasonably withheld.  No such
assignment shall relieve Buyer of liability hereunder.  Subject to the foregoing, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.


 


Section 11.7         Counterparts
and Facsimile.  This
Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the same
instrument.  The parties contemplate that
they may be executing counterparts of this Agreement transmitted by facsimile
or electronically and agree and intend that a signature by facsimile machine or
transmitted electronically shall bind the party so signing with the same effect
as though the signature were an original signature.


 


Section 11.8         Governing
Law; Consent to Jurisdiction.


 


(a)           Each of Seller and
Buyer hereby agree that the State of New York has a substantial relationship to
the parties and to the underlying transaction embodied hereby, and in all
respects (including, without limiting the generality of the foregoing, matters
of construction, validity and performance) this Agreement and the obligations
arising hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to contracts made and performed
therein (without regard to its conflict of laws principles) and all applicable
law of the United States of America.  To
the fullest extent permitted by law, both parties hereby unconditionally and
irrevocably waive any claim to assert that the law of any other jurisdiction
governs this Agreement.


 


15

















 


(b)           Any legal suit,
action or proceeding against either party arising out of or relating to this
Agreement may be instituted in any federal or state court sitting in the State
of New York, and each party waives any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding in the State
of New York, and each party hereby expressly and irrevocably submits to the
exclusive jurisdiction of any such court in the State of New York in any suit,
action or proceeding.


 


Section 11.9         Confidentiality.  Prior to the Closing, Buyer and Seller shall
each maintain as confidential any and all Proprietary Information obtained in
connection with the Transaction and, accordingly, each party agrees not to
disclose all or any portion of such Proprietary Information to any third party
for any reason.  Each item of Proprietary
Information shall be used by the recipient thereof solely for the purpose of
evaluating and determining such recipient’s interest in consummating the
Transaction.  Each party agrees that it
will not make copies of, or permit any other person to make copies of, the
Propriety Information for any reason. 
Each party agrees that it will not retain any item if Propriety
Information after the use thereof is no longer required, and that it will
either destroy or return to the other party all written materials constituting
Propriety Information, except to the extent that such destruction is prohibited
by law, rule or regulation. 
Notwithstanding the foregoing, neither party will be required to destroy
or return any Proprietary Information that may be stored electronically in such
party’s information technology system, whether in the form of an e-mail, saved
file or otherwise.  Notwithstanding anything
to the contrary contained herein, each party shall be permitted to disclose any
or all of the Proprietary Information to: 
(i) those principals, employees, representatives, lenders,
consultants, counsel, accountants and other professional advisors of such party
who have a legitimate need to review or know such Proprietary Information and
who have, prior to disclosure, agreed in writing to be bound by the terms of
confidentiality set forth herein; and (ii) any government or
self-regulatory agency whose supervision or oversight such party or any of its
affiliates may be subject, in each case to the extent reasonably necessary to
comply with any legal, fiduciary or regulatory requirement to which such party
or its affiliates may be subject.  In
addition, at or prior to the Closing, neither party shall issue any press
release or other public announcement regarding this transaction without first
obtaining the other party’s written approval with respect to the release or
announcement and the content thereof.  After the Closing, Buyer and Seller shall be
permitted to make such disclosures regarding the Property and the subject
transaction as are similar or consistent with Buyer’s and Seller’s respective
general public disclosure policy, including disclosures made by Buyer and its
affiliates to their investors, lenders and analysts.  This provision shall survive the Closing, or,
if the Transaction is not consummated, beyond the termination of this
Agreement.


 


Section 11.10       Interpretation
of Agreement.  The
article, section and other headings of this Agreement are for convenience of
reference only and shall not be construed to affect the meaning of any
provision contained herein.  Where the
context so requires, the use of the singular shall include the plural and vice
versa and the use of the masculine shall include the feminine and the neuter.


 


Section 11.11       General
Rules of Construction.  The
parties acknowledge that this Agreement has been freely negotiated by both
parties, that each party has had the opportunity to review and revise this
Agreement, that each party has had the opportunity to consult with counsel 


 


16

















 


with regard to this Agreement, and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party will not be employed in the interpretation of this Agreement or
any amendments or exhibits to this Agreement.


 


Section 11.12       Limited
Liability.  Any claim
based on or in respect of any liability of Seller under this Agreement shall be
enforced only against Seller and its assets, properties and funds, and not
against the assets, properties or funds of any of its trustees, officers,
managers, directors, members or shareholders, partners, principals, parent companies
or affiliates or advisors, or any employees or agents of Seller or any of the
foregoing entities.  Any claim based on or in respect of any
liability of Buyer under this Agreement shall be enforced only against Buyer
and its assets, properties and funds, and not against the assets,
properties or funds of any of its trustees, officers, managers, directors,
members or shareholders, partners, principals, parent companies or affiliates
or advisors, or any employees or agents of
Buyer or any of the foregoing entities.


 


Section 11.13       Amendments.  This Agreement may be amended or modified
only by a written instrument signed by Buyer and Seller.


 


Section 11.14       Tax Treatment.   (a)  Notwithstanding any other provision
of this Agreement, the parties hereto hereby agree that it is the intent of the
parties to create, and the Lease Agreement shall be treated as, a financing
lease in accordance with the terms of this Section 11.14 from the
Closing Date up to the Option Lapse Date (as defined in the Lease Agreement)
and thereafter as a true lease in accordance with the terms of Paragraph 33
thereof.  Buyer and Seller acknowledge
and agree that commencing as of the Closing Date and continuing until the
Option Lapse Date each of Buyer and Seller shall treat the transactions
pursuant to this Agreement, together with the transactions pursuant to the
Lease Agreement and the Security Documents (as defined in the Lease Agreement),
for all accounting and federal, state and local tax purposes (including,
without limitation, income taxes) as a loan by Buyer to Seller in the amount of
the Acquisition Cost (as defined in the Lease), and not as a sale and leaseback
of the Property.  Consistent with the
immediately preceding sentence, Buyer and Seller acknowledge and agree that for
all accounting and federal, state and local tax purposes (a) Seller shall
be treated as the beneficial owner of the Property and the Additional Property
and the Intangible Property (subject to Buyer’s secured interest therein), and
eligible to claim depreciation and amortization deductions with respect to the
Property under Section 167 or 168 of the Internal Revenue Code of 1986, as
amended (the “Code”); (b) the Basic Rent (as defined in the Lease
Agreement) and any Supplemental Rent (as defined in the Lease Agreeemnt) shall
be treated as interest expense of Seller and interest income of Buyer, (c) Buyer
and Seller shall treat the Option Price (as defined in the Lease Agreement), if
paid, as (i) a repayment of loan principal up to the amount of the Acquisition
Cost and (ii) interest expense of Seller and interest income of Buyer 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 Buyer and as an expense by the Seller in accordance
with Code Sections 1272 et seq; and Seller agrees to prepare the applicable Form 1099-OID
reports in accordance with such OID Schedule. 
Buyer and Seller agree that (x) as soon as practicable after the
execution and delivery of this Agreement, 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 


 


17

















 


immediately
preceding sentence, and (y) in the event of any dispute between the Buyer
and Seller 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 Seller shall settle such dispute and determine
such amounts and such determination of such firm shall be final and binding
upon Buyer and Seller.  For the period up
to the Option Lapse Date Buyer and Seller 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 Paragraph 33(a) of the Lease
Agreement and shall not take any position inconsistent with the provisions of
such Paragraph 33(a) with any income tax or other governmental authority;
provided that nothing in this Agreement shall be deemed to constitute a
guaranty, warranty or representation by either Buyer or Seller as to the proper
treatment of the transactions under the Lease Agreement or this Agreement for
any income tax purpose or any other purpose.


 


(b)           From and after the Option Lapse Date,
(i) the financing lease treatment of this Agreement and the Lease
Agreement as described in Paragraph 33(a) thereof shall be of no further
force or effect and Buyer and Seller 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 Agreement
as a true lease with Buyer as the owner of the Property and Equipment (as
defined in the Lease Agreement) and Seller as the lessee of such Property and
Additional Property and Intangibles including: (1) treating Buyer as the
owner of the property eligible to claim depreciation deductions with respect to
the Property and Additional Property and the Intangible Property under the
Code, (2) Seller reporting its Rent (as defined in the Lease Agreement)
payments as rent expense under Section 162 of the Code, and (3) Buyer
reporting the Rent payments as rental income; provided that nothing in this
Agreement shall be deemed to constitute a guaranty, warranty or representation
by either Buyer or Seller as to the proper treatment of this transaction for
state law purposes and for federal income tax purposes.


 


(c)           If at any time this Agreement or the
Lease Agreement 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 Seller, and if same are not
timely paid, Buyer may pay same and Seller shall reimburse Buyer for such amount,
together with interest thereon at the Default Rate (as defined in the Lease
Agreement) from the date paid by Buyer until repaid by Seller, as Additional
Rent hereunder.


 


(d)           In the event of any conflict between
the terms of this Section 11.14 and the terms of Paragraph 33 of the Lease
Agreement, the terms of Paragraph 33 of 
the Lease Agreement shall prevail.


 


 


[Signature Page Follows]


 


18

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the respective dates written below.


 


	
   

  	
  SELLER:

  	
   

  	
  NYT REAL ESTATE COMPANY
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth A. Richieri

  
	
   

  	
   

  	
   

  	
  Name:  Kenneth
  A. Richieri

  
	
   

  	
   

  	
   

  	
  Title:    Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  	
  620 EIGHTH NYT (NY)
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  620 EIGHTH GP NYT (NY)
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CPA:17 LIMITED
  PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  CORPORATE PROPERTY
  ASSOCIATES 17-GLOBAL INCORPORATED 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jason E. Fox

  
	
   

  	
   

  	
   

  	
  Name: Jason E. Fox

  
	
   

  	
   

  	
   

  	
  Title: Executive
  Director

  



 


19
















 


SCHEDULE 4.2


 


Permitted Exceptions


 


1.                                                   State
of facts 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.


 


2.                                                   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.


 


3.                                                   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.


 


4.                                                   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.


 


5.                                                   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.


 


6.                                                   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 


 


20

















 


(“Project Agreement”), recorded 10/24/2003 as CRFN
2003000433116.


 


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


 


8.                                                   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 .


 


9.                                                   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.


 


10.                                             The
Condominium Declaration.


 


21

















 


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”).


 

















 


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 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 Survey’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,


 


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-2


 


FORM OF LEASE GUARANTY


 


GUARANTY AND SURETYSHIP
AGREEMENT


 


THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”),
dated as of the           
day of March, 2009, made by The New York Times Company, a New York corporation
(“NYTC”), and The New York Times Sales Company, a Massachusetts business
trust corporation (“NYT Sales”), (NYTC and NYT Sales, collectively the “Guarantor”),
to 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”).


 


W I T N E S S E T H :


 


WHEREAS, Landlord, as lessor, has entered into a Lease
Agreement of even date herewith (the “Lease”), in which Landlord leased
to NYT REAL ESTATE COMPANY LLC, a New York limited liability company (“Tenant”),
certain leasehold condominium premises situate at 620 Eighth Avenue New York,
New York (the “Leased Premises”);


 


WHEREAS, all of the issued and outstanding stock of
Tenant is owned by NYTC; and


 


WHEREAS, the execution and delivery by Guarantor of
this Guaranty is a material inducement to Landlord to execute the Lease, and
Guarantor expects to derive financial benefit from the Lease.


 


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt of which is hereby
acknowledged by Guarantor, and intending to be legally bound, Guarantor hereby
covenants and agrees as follows:


 


ARTICLE I

GUARANTEE


 


Section 1.01           Guaranteed Obligations.
Guarantor (and each of them individually) hereby jointly and severally  absolutely unconditionally and irrevocably guarantees to
and becomes surety for Landlord and its successors and assigns for the due,
punctual and full payment, performance and observance of, and covenants with
Landlord to duly, punctually and fully pay and perform, the following
(collectively, the “Guaranteed Obligations”):


 


(a)           the full and timely payment of all
Rent and all other amounts due or to become due to Landlord from Tenant under
the Lease or any other agreement or instrument executed in connection
therewith, including without limitation the Seller/Lessee’s Certificate (a copy
of which is attached hereto as Exhibit A) of even date therewith in favor
of Landlord (“Guarantor’s Certificate”), whether now existing or
hereafter arising, contracted or incurred (collectively, the “Monetary
Obligations”); and


 


(b)           all covenants, agreements, terms,
obligations and conditions, undertakings, duties representations and warranties
contained in the Lease to be observed, performed by or imposed upon Tenant
under the Lease, whether now existing or hereafter arising, contracted or


 

















 


incurred
(collectively, the “Performance Obligations”), as and when such payment,
performance or observance shall become due (whether by acceleration or
otherwise) in accordance with the terms of the Lease, which terms are
incorporated herein by reference. The Guaranteed Obligations shall not be
affected by the Tenant’s voluntary or involuntary bankruptcy, assignment for
the benefit of creditors, reorganization or similar proceeding affecting the
Tenant. If for any reason any Monetary Obligation shall not be paid promptly
when due prior to the expiration of any applicable notice and cure period set
forth in the Lease, Guarantor shall, immediately upon demand, pay the same to
Landlord when due under the terms of the Lease. If for any reason Tenant shall fail
to perform or observe any Performance Obligation prior to the expiration of any
applicable notice and cure period set forth in the Lease, Guarantor shall,
immediately upon demand, perform and observe the same or cause the same to be
performed or observed. If, by reason of any bankruptcy, insolvency or similar
laws affecting the rights of creditors, Landlord shall be prohibited from
exercising any of Landlord’s rights and remedies, including, but not limited
to, enforcement of the terms of the Lease against the Tenant, then as to
Guarantor such prohibition shall be of no force and effect, and Landlord shall
have the right to make demand upon, and receive payment and/or performance from
Guarantor of all Guaranteed Obligations and Guarantor’s obligation in this
respect shall be primary and not secondary. Guarantor acknowledges and agrees
that the Monetary Obligations include, without limitation, Rent and other sums
accruing and/or becoming due under the Lease following the commencement by or
against Tenant of any action under the United States Bankruptcy Code or other
similar statute. Guarantor, upon such demand by Landlord, shall pay all
Monetary Obligations to Landlord at the address and in the manner set forth in
the Lease or at such other address as Landlord shall notify Guarantor in
writing.


 


Section 1.02           Guarantee Unconditional. The
obligations of Guarantor hereunder are continuing, absolute and unconditional,
irrespective of any circumstance whatsoever which might otherwise constitute a
legal or equitable discharge or defense of a guarantor or surety. Without
limiting the generality of the foregoing, the obligations of Guarantor
hereunder shall remain in full force and effect without regard to, and shall
not be released, discharged, abated, impaired or in any way affected by:


 


(a)           any amendment, modification,
extension, renewal or supplement to the Lease or any termination of the Lease
or any interest therein, provided, however, notwithstanding any provision to
the contrary set forth in this Guaranty or the Lease, Guarantor shall not be
bound by any amendment, modification or supplement to the Lease entered into by
a tenant under the Lease that is not an Affiliate (as hereinafter defined) of
Guarantor, unless Guarantor shall have consented in writing to such amendment,
modification or supplement. As used herein, “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) or
the power to direct or cause the direction of the management or policies of such
Person;


 


(b)           any assumption by any party of Tenant’s
or any other party’s obligations under, or Tenant’s or any other party’s
assignment of any of its interest in, the Lease;


 

















 


(c)           any exercise or nonexercise of or
delay in exercising any right, remedy, power or privilege under or in respect
of this Guaranty or the Lease or pursuant to applicable law (even if any such
right, remedy, power or privilege shall be lost thereby), including, without
limitation, any so-called self-help remedies, or any waiver, consent,
compromise, settlement, indulgence or other action or inaction in respect
thereof;


 


(d)           any change in the financial condition
of Tenant, the voluntary or involuntary liquidation, dissolution, sale of all
or substantially all of the assets, marshalling of assets and liabilities,
receivership, conservatorship, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of, or other similar proceeding affecting Landlord, Tenant or Guarantor or any
of their assets or any impairment, modification, release or limitation of
liability of Landlord, Tenant or Guarantor or their respective estates in
bankruptcy or of any remedy for the enforcement of such liability resulting
from the operation of any present or future provision of the United States
Bankruptcy Code or other similar statute or from the decision of any court;


 


(e)           any extension of time for payment or
performance of the Guaranteed Obligations or any part thereof;


 


(f)            the genuineness, invalidity or
unenforceability of all or any portion or provision of the Lease;


 


(g)           any defense that may arise by reason
of the failure of Landlord to file or enforce a claim against the estate of
Tenant in any bankruptcy or other proceeding;


 


(h)           the release or discharge of or accord
and satisfaction with of Tenant or any other person or entity from performance
or observance of any of the agreements, covenants, terms or conditions
contained in the Lease by operation of law or otherwise;


 


(i)            the failure of Landlord to keep
Guarantor advised of Tenant’s financial condition, regardless of the existence
of any duty to do so;


 


(j)            any assignment by Landlord of all of
Landlord’s right, title and interest in, to and under the Lease and/or this
Guaranty as collateral security for any Loan;


 


(k)           any present or future law or order of
any government (de jure or de facto) or of any agency thereof purporting
to reduce, amend or otherwise affect the Guaranteed Obligations or any or all
of the obligations, covenants or agreements of Tenant under the Lease (except
by payment in full of all Guaranteed Obligations) or Guarantor under this
Guaranty (except by payment in full of all Guaranteed Obligations);


 


(l)            the default or failure of Guarantor
fully to perform any of its obligations set forth in this Guaranty;


 


(m)          any actual, purported or attempted
sale, assignment or other transfer by Landlord of the Lease or the Leased
Premises or any part thereof or of any of its rights, interests or obligations
thereunder;


 

















 


(n)           any merger or consolidation of Tenant
into or with any other entity, or any sale, lease, transfer or other
disposition of any or all of Tenant’s assets or any sale, transfer or other
disposition of any or all of the shares of capital stock or other securities of
Tenant or any affiliate of Tenant to any other person or entity;


 


(o)           Tenant’s failure to obtain, protect,
preserve or enforce any rights in or to the Lease or the Leased Premises or any
interest therein against any party or the invalidity or unenforceability of any
such rights; or


 


(p)           any other event, action, omission or
circumstances which might in any manner or to any extent impose any risk to
Guarantor or which might otherwise constitute a legal or equitable release or
discharge of a guarantor or surety,


 


all of which may be given or done without notice to,
or consent of, Guarantor.


 


No setoff, claim, reduction or diminution of any
obligation, or any defense of any kind or nature which Tenant or Guarantor now
has or hereafter may have against Landlord shall be available hereunder to
Guarantor against Landlord.


 


Section 1.03           Disaffirmance of Lease.
Guarantor agrees that, in the event of rejection or disaffirmance of the Lease
by Tenant or Tenant’s trustee in bankruptcy pursuant to the United States
Bankruptcy Code or any other law, Guarantor will, if Landlord so requests,
assume all obligations and liabilities under the express terms of the Lease, to
the same extent as if Guarantor had been originally named instead of Tenant as
a party to the Lease and there had been no rejection or disaffirmance; and
Guarantor will confirm such assumption in writing at the request of Landlord on
or after such rejection or disaffirmance. Guarantor, upon such assumption,
shall have all rights of Tenant under the Lease (to the extent permitted by
law).


 


Section 1.04           No Notice or Duty to Exhaust
Remedies. Guarantor hereby waives notice of any default in the payment or
non-performance of any of the Guaranteed Obligations (except as expressly
required hereunder), diligence, presentment, demand, protest and all notices of
any kind. Guarantor agrees that liability under this Guaranty shall be primary
and hereby waives any requirement that Landlord exhaust any right or remedy, or
proceed first or at any time, against Tenant or any other guarantor of, or any
security for, any of the Guaranteed Obligations. Guarantor hereby waives notice
of any acceptance of this Guaranty and all matters and rights which may be
raised in avoidance of, or in defense against, any action to enforce the obligations
of Guarantor hereunder. Guarantor hereby waives any and all suretyship defenses
or defenses in the nature thereof without in any manner limiting any other
provision of this Guaranty. This Guaranty constitutes an agreement of
suretyship as well as of guaranty, and Landlord may pursue its rights and
remedies under this Guaranty and under the Lease in whatever order, or
collectively, and shall be entitled to payment and performance hereunder
notwithstanding any action taken by Landlord or inaction by Landlord to enforce
any of its rights or remedies against any other guarantor, person, entity or
property whatsoever. This Guaranty is a guaranty of payment and performance and
not merely of collection.


 


Landlord may pursue its rights and remedies under this
Guaranty notwithstanding any other guarantor of or security for the Guaranteed
Obligations or any part thereof. Guarantor authorizes


 

















 


Landlord, at its sole option, without notice or demand
and without affecting the liability of Guarantor under this Guaranty, to
terminate the Lease, either in whole or in part, in accordance with its terms.


 


Each default on any of the Guaranteed Obligations
shall give rise to a separate cause of action and separate suits may be brought
hereunder as each cause of action arises or, at the option of Landlord any and
all causes of action which arise prior to or after any suit is commenced
hereunder may be included in such suit.


 


Section 1.05           Subrogation. Notwithstanding
any payments made or obligations performed by Guarantor by reason of this
Guaranty (including but not limited to application of funds on account of such
payments or obligations), Guarantor hereby irrevocably waives and releases,
until 366 days after payment in full of the Guaranteed Obligations, any and all
rights it may have, at any time,  whether
arising directly or indirectly, by operation of law, contract or otherwise, to
assert any claim against Tenant or any other person or entity or against any
direct or indirect security on account of payments made or obligations
performed under or pursuant to this Guaranty, including without limitation any
and all rights of subrogation, reimbursement, exoneration, contribution or
indemnity, and any and all rights that would result in Guarantor being deemed a
“creditor” under the United States Bankruptcy Code of Tenant or any other
person or entity. If any payment shall be paid to Guarantor on account of any
subrogation rights, each and every amount so paid shall immediately be paid to
Landlord to be credited and applied upon any of the Guaranteed Obligations,
whether or not then due and payable. Every claim or demand which Guarantor may
have against Tenant shall be fully subordinate to all Guaranteed Obligations.


 


ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 2.01           Representations and Warranties.
The representations and warranties made by Guarantor in the Guarantor’s
Certificate (a copy of which is attached hereto as Exhibit B) hereby are
incorporated by reference herein (with all related definitions). Guarantor
hereby represents and warrants to Landlord as provided therein.


 


Section 2.02           Financial Statements; Books and
Records.


 


(a)           Guarantor shall deliver to Landlord
and to Lender within seventy-five (75) days
of the close of each fiscal year of Guarantor, annual audited financial
statements of Guarantor (which must include Tenant as part of the Tenant Group)
certified by a nationally recognized firm
of independent certified public accountants. Guarantor also shall
furnish to Landlord within thirty (30) days after the end of each of the three (3) remaining
fiscal quarters unaudited financial statements and all other quarterly reports
of Guarantor, certified by Guarantor’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 of Guarantor shall be prepared in accordance with GAAP consistently
applied. All annual financial statements shall be accompanied (i) by an
opinion of said accountants 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 Guarantor, 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 Guarantor has taken or proposes to take with respect thereto and (D) except
as otherwise specified in such affidavit, that Guarantor has fulfilled all of
its obligations under this Guaranty 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 is a public
company and the consolidated quarterly and annual financials of Guarantor
(which must include Tenant as a part of the Tenant Group) that Guarantor
otherwise would be required hereinabove to cause to be delivered 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 that Guarantor shall not 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 Guarantor shall cause the certified
public accountants that audited such financial statements to provide Landlord
with written 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.


 


Section 2.03           Notice of Certain Events.
Promptly upon becoming aware thereof, Guarantor shall give Landlord notice of (i) the
commencement or existence of any proceeding by or before any duly constituted
governmental authority or agency against or affecting Guarantor which, if
adversely decided, would have a material adverse effect on the financial
condition of Guarantor or on its ability to perform its obligations hereunder
or (ii) any material adverse change in the business, operations or
condition, financial or otherwise, of Guarantor, to the extent the ability of
Guarantor to perform its obligations hereunder is materially adversely
affected.


 


Section 2.04           Estoppel Certificates.
Guarantor shall, at any time upon not less than ten (10) days’ prior
written request by Landlord or Lender, deliver to the party requesting the same
a statement in writing, executed by the president or a vice president or other
duly authorized officer of Guarantor, certifying (i) that, except as
otherwise specified, this Guaranty is unmodified and in full force in effect, (ii) that
Guarantor is not in default hereunder and that no event has occurred or condition
exists which with the giving of notice or the passage of time or both would
constitute a default hereunder, (iii) that Guarantor has no defense,
setoff or counterclaim against Landlord arising out of or in any way related to
this Guaranty, and (iv) that, except as otherwise specified, there are no
proceedings pending against Guarantor before any court, arbiter or
administrative agency which, if adversely decided, could have a material
adverse effect on the financial condition of Guarantor or on its ability to
perform its obligations hereunder.


 


Section 2.05           Guarantor’s Assets. NYTC
hereby represents and warrants that all material assets (collectively, the “Strategic
Assets”) necessary for the operation of Guarantor’s business of reporting,
collecting, publishing and distributing news and related content through (i)


 

















 


The New
York Times newspaper and the printing and sales thereof, and (ii) nytimes.com and its distribution or dissemination,
including, in any case, all material intellectual property rights (the “IP
Assets”), including, without limitation, all logos, copyrights, patents,
trademarks and service marks for The New York Times
and nytimes.com, and all licenses and web
addresses, is held by Guarantor either directly through its divisions such as,
The New York Times News Services, nytimes.com, and The New York Times
Newspaper, or indirectly through its wholly-owned Subsidiary, The New York
Times Sales Company. If any material portion of the Strategic Assets shall be
sold, assigned, conveyed or otherwise transferred to any Affiliate or
Subsidiary of Guarantor then, concurrently with such transfer, such Affiliate
or Subsidiary, as the case may be, shall execute a counterpart of this Guaranty
as an additional Guarantor hereunder.


 


ARTICLE III

EVENTS OF DEFAULT


 


Section 3.01           Events of Default. The
occurrence of any one or more of the following shall constitute an “Event of
Default” under this Guaranty:


 


(a)           a failure by Guarantor to make any
payment of any Monetary Obligation within five (5) days after demand by
Landlord, regardless of the reason for such failure;


 


(b)           a failure by Guarantor duly to
perform and observe, or a violation or breach of, any other provision hereof
not otherwise specifically mentioned in this Section 3.01, in each case
continuing for ten (10) Business Days after written notice is given by
Landlord;


 


(c)           any
representation or warranty made by Guarantor 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, and any such incorrectness or
failure remains uncured for five (5) days from the date on which notice
thereof is given by Landlord;


 


(d)           Guarantor shall (A) voluntarily
be adjudicated a bankrupt or insolvent, (B) seek or consent to the
appointment of a receiver for itself or its assets, (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;


 


(e)           a court shall enter an order,
judgment or decree appointing, without the consent of Guarantor, a receiver or
trustee for it or approving a petition filed against Guarantor 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 sixty (60) days after it is entered;


 


(f)            Guarantor shall be liquidated or
dissolved or shall begin proceedings towards its liquidation or dissolution;


 


(g)           Guarantor shall, in a single
transaction or series of transactions, sell, assign or otherwise transfer or
enter into an agreement to sell, assign or otherwise transfer all or
substantially all of its assets to any Person or Persons, without the express
prior written approval of Landlord in its sole and absolute discretion, unless
either (i) the Lease is assigned to and


 

















 


assumed by the
Person or Persons acquiring such assets pursuant to a written agreement, or (ii) the
Person or Persons acquiring such assets execute and deliver to Landlord a
guaranty of the Lease substantially in the form of this Guaranty (in which case
the Lease may be assigned to and assumed by an SPE or other non-operating
Subsidiary of such Person).


 


(h)                                 Guarantor
shall, in a single transaction or series of transactions, sell, assign or
otherwise transfer or enter into an agreement to sell, assign or otherwise
transfer all or substantially all of the Strategic Assets to any Person without
the express prior written approval of Landlord in its sole and absolute
discretion, unless either (i) the Lease is assigned to and assumed by the
Person or Persons acquiring such assets pursuant to a written agreement, or (ii) the
Person or Persons acquiring such assets execute and deliver to Landlord a
guaranty of the Lease substantially in the form of this Guaranty (in which case
the Lease may be assigned to and assumed by an SPE or other non-operating
Subsidiary of such Person).


 


(i)                                     Guarantor
shall, in a single transaction or series of transactions, sell, assign or
otherwise transfer or enter into an agreement to sell, assign or otherwise
transfer all or any material portion of the IP Assets to any Person (other than
to a wholly-owned Subsidiary that executes a counterpart of this Guaranty as
required by Section 2.05 hereof) without the express prior written
approval of Landlord in its sole and absolute discretion; provided that, (x) the
provision of Section 3.01(j) below shall not be applied to permit any
sale, assignment or other transfer of the IP Assets and (y) (i) the
sale, assignment or other transfer of all or substantially all of the IP Assets
shall be permitted under the terms of Section 3.01(g) above as a part
of the sale, assignment or other transfer of all or substantially all of the
assets of Guarantor or under the terms of Section 3.01(h) above as a
part of the sale, assignment or other transfer of all or substantially all of
the Strategic Assets to the same Person, and (ii) the sale, assignment or
other transfer of all or any material portion of the IP Assets shall be
permitted if (A) the Person acquiring the IP Assets is either (1) a
Credit Entity or (2) a Subsidiary of such Credit Entity, if such Credit
Entity executes and delivers to Landlord a guaranty of the Lease substantially
in the form of this Guaranty, and (B) in any case, the Lease is assigned
to and assumed by the Person acquiring the IP Assets pursuant to a written
agreement.


 


(j)                                     a failure by Guarantor to duly to
perform and observe, or a violation or breach of, the following:


 


1. Guarantor 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 any material portion of the Strategic Assets (an “Asset Transfer”)
to any Person (other than an Excluded Disposition and other than an Asset
Transfer to a wholly-owned Subsidiary that executes a counterpart of this
Guaranty as required by Section 2.05 hereof) without the express prior
written approval of Landlord in its sole discretion; provided that, so long as
such Asset Transfer is for a valid corporate purpose to a bona fide third party
operating company (and not merely or primarily for the purpose of, or with the
intent of, circumventing or attempting to circumvent the restrictions contained
in this Section 3.01(j) or precipitating a sale of the Leased
Premises back to Guarantor or any of its Affiliates or Subsidiaries), Guarantor shall have the right to
conduct an Asset Transfer to a Person without Landlord’s consent provided and
upon condition that:


 

















 


(i)            With
respect to the first proposed Asset Transfer and any subsequent proposed Asset
Transfer if Guarantor has not previously provided an Asset L/C: Guarantor shall
make a written rejectable offer to Landlord (the “Offer”) to terminate
the Lease and this Guaranty for a termination price not less than the amount
corresponding to the proposed month of such termination as set forth on Schedule
1 annexed hereto and made a part hereof. If Landlord rejects such offer,
then Guarantor
nevertheless shall have the right to conduct such Asset Transfer
provided that Guarantor delivers to Landlord a letter of credit (the “Asset
L/C”) meeting the criteria for an acceptable “Letter of Credit” as set
forth in Paragraph 37 of the Lease in an amount equal to the Basic Rent due
under the Lease for the Lease Year in which Guarantor makes such Offer at least
five (5) Business Days prior the effective date of any such Asset
Transfer. If Landlord fails to accept such Offer by written notice to Guarantor
given within thirty (30) days after the date the Offer was given by Guarantor
then the Offer shall be deemed rejected by Landlord. Upon the tender of the Asset
L/C same shall constitute an additional Security Deposit (i.e., in addition to
and not in lieu of the Earnout Security Deposit deposited by Tenant under the
terms of the Lease concurrently with the execution of this Lease). The Asset
L/C shall be held, utilized and returned, and otherwise subject to, all of the
terms and provisions of Paragraph 37 (and Paragraph 22(a)) of the Lease
applicable to a Security Deposit; and


 


(ii)           With
respect to any subsequent proposed Asset Transfer after Guarantor has delivered
an Asset L/C: Guarantor shall make a written rejectable offer to Landlord (the “Offer”)
to terminate the Lease and this Guaranty for a termination price not less than
the amount corresponding to the proposed month of such termination as set forth
on Schedule 1 annexed hereto and made a part hereof. If Landlord rejects
such offer, then Guarantor
nevertheless shall have the right to conduct such Asset Transfer and no
additional Asset L/C or other security shall be required in connection
therewith.


 


Notwithstanding the foregoing, (A) the sale,
conveyance or other transfer or disposal of used, obsolete or worn-out items of
equipment, machinery, vehicles or other similar personal property assets that
currently constitute a part of the Strategic Assets, (B) the sale,
conveyance or other transfer of real or personal property assets the retention
of which is no longer deemed necessary, advisable or advantageous by Guarantor
in connection with or following the outsourcing of labor, services or
production as a cost-savings measure in accordance with Guarantor’s strategic
planning, and (C) the sale or other transfer of any plant or facility or
other real property asset or item of capital equipment that is or will be
closed, idle, underutilized or no longer economical to operate and the
retention of which is no longer deemed necessary, advisable or advantageous by
Guarantor as a result of the consolidation or termination of lines of business
in accordance with Guarantor’s strategic planning, shall not, in any case, by
itself constitute an Asset Transfer even if such asset or assets might
otherwise constitute a material portion of the Strategic Assets (a Asset
Transfer meeting the criteria of (A), (B) or (C) hereof, an “Excluded
Disposition”).


 


For purposes of clarification, NYTC’s ownership and
control of the equity interests of NYT Sales shall be deemed an asset within
the definition of Strategic Assets and any sale, conveyance or other transfer
by NYTC of a controlling interest in NYT Sales, in a single transaction or
series of transactions, shall be subject to the terms governing an Asset
Transfer under this Section 3.05(j).


 
















 


ARTICLE IV

MISCELLANEOUS


 


Section 4.01           Effect of Bankruptcy Proceedings.
This Guaranty shall continue to be effective, or be automatically reinstated,
as the case may be, if at any time payment, in whole or in part, of any of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned
by Landlord as a preference, fraudulent conveyance or otherwise under any
bankruptcy, insolvency or similar law, all as though such payment had not been
made. Guarantor hereby agrees to indemnify Landlord against, and to save and
hold Landlord harmless from any required return by Landlord, or recovery from
Landlord, of any such payment because of its being deemed preferential under
applicable bankruptcy, receivership or insolvency laws, or for any other reason.
If an Event of Default at any time shall have occurred and be continuing or
exist and declaration of default or acceleration under or with respect to the
Lease shall at such time be prevented by reason of the pendency against Tenant
of a case or proceeding under any bankruptcy or insolvency law, Guarantor
agrees that, for purposes of this Guaranty and its obligations hereunder, the
Lease shall be deemed to have been declared in default or accelerated with the
same effect as if the Lease had been declared in default and accelerated in
accordance with the terms thereof, and Guarantor shall forthwith pay and
perform the Guaranteed Obligations in full without further notice or demand.


 


Section 4.02           Further Assurances. From time
to time upon the request of Landlord, Guarantor shall promptly and duly
execute, acknowledge and deliver any and all such further instruments and
documents as Landlord reasonably may deem necessary or appropriate to confirm
this Guaranty, to carry out the purpose and intent hereof or to enable Landlord
to enforce any of its rights hereunder.


 


Section 4.03           Amendments, Waivers, Etc. This
Guaranty cannot be amended, modified, waived, changed, discharged or terminated
except by an instrument in writing signed by the party against whom enforcement
of such amendment, modification, waiver, change, discharge or termination is
sought.


 


Section 4.04           No Implied Waiver; Cumulative
Remedies. No course of dealing and no delay or failure of Landlord in
exercising any right, power or privilege under this Guaranty or the Lease shall
affect any other or future exercise thereof or exercise of any other right,
power or privilege; nor shall any single or partial exercise of any such right,
power or privilege or any abandonment or discontinuance of steps to enforce
such a right, power or privilege preclude any further exercise thereof or of
any other right, power or privilege. The rights and remedies of Landlord under
this Guaranty are cumulative and not exclusive of any rights or remedies which
Landlord would otherwise have under the Lease, at law or in equity.


 


Section 4.05           Notices. All notices,
requests, demands, directions and other communications (collectively “notices”)
under the provisions of this Guaranty 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 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 or when delivery is refused. All notices shall be sent to the
applicable party addressed, if to Landlord, 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
sent c/o The New York Times Company, 620
Eighth Avenue, New York, New York 10018 to the attention of General
Counsel and CEO (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, or in accordance with the last unrevoked
written direction from such party to the other party.


 


Section 4.06           Expenses. Guarantor agrees to
pay or cause to be paid and to save Landlord harmless against liability for the
payment of all reasonable out-of-pocket expenses, including fees and expenses
of counsel for Landlord, incurred by Landlord from time to time arising in
connection with Landlord’s enforcement or preservation of rights under this
Guaranty or the Lease, including but not limited to such expenses as may be
incurred by Landlord in connection with any default by Guarantor of any of its
obligations hereunder or by Tenant of any of its obligations under the Lease.


 


Section 4.07           Survival. All obligations of
Guarantor to make payments to or indemnify Landlord shall survive the payment
and performance in full of the Guaranteed Obligations.


 


Section 4.08           Severability. If any term or
provision of this Guaranty or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Guaranty, or the application of such term or provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Guaranty
shall be valid and enforceable to the fullest extent permitted by law.


 


Section 4.09           Counterparts. This Guaranty
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and the
same instrument.


 


Section 4.10           Governing Law. (a)      This
Guaranty was negotiated in New York, and accepted by Landlord in the State of
New York, which State the parties agree has a substantial relationship to the
parties and to the underlying transaction embodied hereby, and in all respects,
including, without limiting the generality of the foregoing, matters of
construction, validity and performance, this Guaranty and the obligations
arising hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to contract made and performed in such
State and any applicable law of the United States of America. To the fullest
extent permitted by law, Guarantor hereby unconditionally and irrevocably
waives any claim to assert that the law of any other jurisdiction governs this
Guaranty, and the Guaranty shall be governed by and construed in accordance
with the laws of the State of New York pursuant to § 5-1401 of the New York
General Obligations Law.


 

















 


(b)           Any legal suit, action or proceeding
against Guarantor or Landlord arising out of or relating to this Guaranty shall
be instituted in any federal or state court in New York, New York, pursuant to
§ 5-1402 of the New York General Obligations Law, and Guarantor waives any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding and hereby irrevocably submits to the jurisdiction
of any such court in any suit, action or proceeding.


 


Section 4.11           Jury Trial. GUARANTOR HEREBY
WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES
THAT THE LANDLORD HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.
GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN REPRESENTED IN THE
SIGNING OF THIS AGREEMENT AND IN THE MAKING OF ALL WAIVERS CONTAINED HEREIN BY
INDEPENDENT LEGAL COUNSEL, SELECTED BY GUARANTOR, AND GUARANTOR HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


Section 4.12           Successors and Assigns; Joint and
Several. This Guaranty shall bind Guarantor and its successors and assigns,
and shall inure to the benefit of Landlord and its successors and assigns. The obligations
and liabilities of each Guarantor under this Guaranty shall be joint and
several. As used in this Guaranty, the singular shall include the plural and
vice-versa.


 


Section 4.13           Incorporation of Recitals;
Definitions. The recitals set forth on page 1 of this Guaranty are
hereby specifically incorporated into the operative terms of this Guaranty as
if fully set forth. Terms not otherwise specifically defined herein shall have
the meanings set forth in the Lease.


 


Section 4.14           Rights of Lender. Guarantor
acknowledges that the rights of Landlord under this Guaranty may be assigned to
Lender and, upon such assignment, Lender shall have all of the rights and
benefits of Landlord hereunder.


 

















 


IN WITNESS WHEREOF, each Guarantor has duly executed
and delivered this Guaranty as of the date first above written.


 


 


	
  WITNESS:

  	
   

  	
  THE NEW YORK
  TIMES COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  THE NEW YORK
  TIMES SALES COMPANY.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Kenneth A.
  Richieri

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 

















 


Schedule 1


 


Rejectable Offer Schedule
for Guaranty


 


	
  Month

  	
   

  	
  Amount

  	
   

  
	
  3/2009

  	
   

  	
  $

  	
  329,939,192

  	
   

  
	
  4/2009

  	
   

  	
  $

  	
  329,573,263

  	
   

  
	
  5/2009

  	
   

  	
  $

  	
  329,205,505

  	
   

  
	
  6/2009

  	
   

  	
  $

  	
  328,835,907

  	
   

  
	
  7/2009

  	
   

  	
  $

  	
  328,464,462

  	
   

  
	
  8/2009

  	
   

  	
  $

  	
  328,091,159

  	
   

  
	
  9/2009

  	
   

  	
  $

  	
  327,715,990

  	
   

  
	
  10/2009

  	
   

  	
  $

  	
  327,338,945

  	
   

  
	
  11/2009

  	
   

  	
  $

  	
  326,960,015

  	
   

  
	
  12/2009

  	
   

  	
  $

  	
  326,579,190

  	
   

  
	
  1/2010

  	
   

  	
  $

  	
  326,196,461

  	
   

  
	
  2/2010

  	
   

  	
  $

  	
  325,811,818

  	
   

  
	
  3/2010

  	
   

  	
  $

  	
  325,395,018

  	
   

  
	
  4/2010

  	
   

  	
  $

  	
  324,976,133

  	
   

  
	
  5/2010

  	
   

  	
  $

  	
  324,555,155

  	
   

  
	
  6/2010

  	
   

  	
  $

  	
  324,132,071

  	
   

  
	
  7/2010

  	
   

  	
  $

  	
  323,706,872

  	
   

  
	
  8/2010

  	
   

  	
  $

  	
  323,279,547

  	
   

  
	
  9/2010

  	
   

  	
  $

  	
  322,850,085

  	
   

  
	
  10/2010

  	
   

  	
  $

  	
  322,418,476

  	
   

  
	
  11/2010

  	
   

  	
  $

  	
  321,984,709

  	
   

  
	
  12/2010

  	
   

  	
  $

  	
  321,548,773

  	
   

  
	
  1/2011

  	
   

  	
  $

  	
  321,110,658

  	
   

  
	
  2/2011

  	
   

  	
  $

  	
  320,670,352

  	
   

  
	
  3/2011

  	
   

  	
  $

  	
  320,197,156

  	
   

  
	
  4/2011

  	
   

  	
  $

  	
  319,721,595

  	
   

  
	
  5/2011

  	
   

  	
  $

  	
  319,243,656

  	
   

  
	
  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 C


 


FORM OF
ASSIGNMENT AND ASSUMPTION OF SEVERANCE LEASE


 


ASSIGNMENT
AND ASSUMPTION OF SUBLEASE


 


This ASSIGNMENT AND ASSUMPTION OF SUBLEASE (the “Assignment”)
dated as of March       , 2009 (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 and 42nd St. Development Project, Inc. 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, The New York Times Building LLC 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 # 2003000433125, 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 6, 2009, between Landlord and Tenant and intended to be
recorded in the Office of the City Register of the City of New York prior to
this Assignment (Original NYT Severance Lease, as so amended, the “NYT
Sublease”);


 


WHEREAS, The New York Times
Building LLC 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 (the “NYT Sublease Premises”);


 


WHEREAS, Assignor wishes to
assign all of its right, title and interest in and to the NYT Sublease to
Assignee, and Assignee wishes to assume all such right, title and interest; and


 


WHEREAS, immediately
following such assignment by Assignor to Assignee, Assignee, as landlord, is
entering into a triple-net lease of the NYT Sublease Premises with Assignor, as
tenant, dated as of the date hereof (the “WPC Lease”).


 


1

















 


NOW, THEREFORE, in consideration of the foregoing and
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 NYT Sublease. 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 assigns, grants, bargains, sells and transfers all of its right, title
and 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 date hereof, to
Assignee and its successors and assigns, TO HAVE AND TO HOLD the same unto
Assignee, its successors and assigns, from the date hereof, 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 date hereof, 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 obligations under the Condominium Documents.


 


4.        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.


 


5.        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; subject, however, to Assignor’s obligation to
continue to perform such obligations pursuant to (i) the WPC Lease and (ii) the
Condominium Documents.


 


6.        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.


 


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


 


8.        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


 


2

















 


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.


 


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


 


10.      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]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
signed and delivered this Assignment as of the date first set above.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  NYT REAL ESTATE COMPANY LLC, 

  
	
   

  	
  a New York limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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: Jason
  E. Fox

  
	
   

  	
   

  	
  Title:   Executive
  Director

  



 


4

















 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


On the         
day of March 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 March 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

  



 


5

















 


EXHIBIT A


 


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,


 


6

















 


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.


 


7

















 


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

  	
  %

  



 


8
















 


EXECUTION COPY


 


EXHIBIT D


 


FORM OF BILL OF SALE AND ASSIGNMENT


 


BILL OF SALE


 


NYT REAL ESTATE COMPANY LLC,


 


a New York limited liability company


 


to


 


620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,


 


a Delaware limited partnership


 


KNOW ALL MEN BY
THESE PRESENTS, that NYT REAL ESTATE COMPANY LLC, a New York limited liability
company (“Seller”), for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, to it in hand paid by 620 EIGHTH NYT
(NY) LIMITED PARTNERSHIP, a Delaware limited partnership (“Purchaser”),
at or before the sealing and delivery of these presents, the receipt and
sufficiency of which hereby is acknowledged, has granted, bargained, sold,
transferred and delivered, and by these presents does grant, bargain, sell, transfer
and deliver unto Purchaser on this        day of
March, 2009, the following (the “Personal Property”):


 


	
  (i)

  	
   

  	
  all machinery and
  equipment listed and described on Exhibit B attached hereto and
  made a part hereof owned by Seller and located on property (the “Property”)
  situate in New York, New York, as described on Exhibit A attached
  hereto and made a part hereof;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  all certificates of
  occupancy, licenses, permits, approvals and authorizations, if any, which
  customarily are required to be transferred with the Property;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  all warranties,
  indemnity agreements and bonds with respect to any portion of the Property;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  any warranties or
  guaranties given by any contractor, manufacturer or materialmen in connection
  with the construction, maintenance, repair or renovation of the Property; and

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  all plans and
  specifications, drawings, technical manuals and similar matters with respect
  to the Property.

  



 


The
term “Personal Property” shall exclude the following:


 


	
  (i)

  	
   

  	
  Any existing cause of
  action, or damage claim, of or against Seller.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  All rights and
  interests of Seller with respect to any amounts due Seller with respect to
  the Property and arising prior to the closing of the transaction contemplated
  hereby (including, but not limited to, tax refunds, casualty or condemnation
  proceeds, utility deposits, rents or other income from the Property), to the
  extent attributable to periods prior to such closing.

  



 


1

















 


	
  (iii)

  	
   

  	
  All rights and
  interests of Seller with respect to the condominium units comprising Floors
  21 through 27 of the Building (as defined in Exhibit A attached hereto)
  and their respective undivided interest in the Condominium (as defined in
  Exhibit A attached hereto) common elements (the “Excluded Units”).

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  All trademarks,
  tradenames, logos and other intellectual property rights relating to The New
  York Times Company and its subsidiaries and affiliates and/or related media
  groups.

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  All right, title and
  interest of Seller in and to that certain (i) NYTC Facility Maintenance
  and Management Agreement relating to the Condominium Units (as defined in
  Exhibit A attached hereto) and the Excluded Units between Seller and
  First New York Partners Management, LLC dated as of January 4, 2007, as
  amended, and (ii) that certain Management Agreement relating to the
  Excluded Units between Seller and First New York Partners Management, LLC
  dated as of April 4, 2008.

  



 


TO HAVE AND TO
HOLD the Personal Property unto Purchaser and its successors and assigns to and
for their own proper use and benefit forever.


 


AND Seller, for
itself and for its successors and assigns, hereby does covenant with Purchaser
and its successors and assigns that it is the true and lawful owner of the
Personal Property hereby sold, and has full power to sell and convey the same;
that the title so conveyed is clear, free and unencumbered; and further that
Seller hereby does bind Seller and Seller’s heirs, legal representatives,
successors and assigns to warrant and forever defend title to the Personal
Property against the claim or claims of all persons whomsoever claiming or to
claim the same or any part thereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


2

















 


EXECUTION COPY


 


IN WITNESS
WHEREOF, Seller has caused this Bill of Sale to be executed on its behalf on
the date and year first above written.


 


 


	
   

  	
  NYT REAL ESTATE COMPANY LLC,

  
	
   

  	
  a New York limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:  Kenneth A. Richieri

  
	
   

  	
   

  
	
   

  	
  Title:    Manager

  



 


3

















 


EXHIBIT A


 


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;


 


4

















 


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.


 


5

















 


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

  	
  %

  



 


6

















 


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 Property (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, 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 and
passenger and freight elevators, together with all additions thereto,
substitutions therefor and replacements thereof required or permitted by that
certain Lease Agreement (“Lease”) by and between Seller, as tenant, and
Purchaser, as landlord, for the Property dated of even date herewith, but
excluding “Tenant’s Personal Property” (as that term is defined in the Lease).


 


7
















 


EXHIBIT F


 


FIRPTA AFFIDAVIT


 


Section 1445
of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person.  For U.S. tax purposes (including section
1445), the owner of a disregarded entity (which has legal title to a U.S. real
property interest under local law) will be the transferor of the property and
not the disregarded entity.  To inform
the transferee that withholding of tax is not required upon the disposition of
a U.S. real property interest by
                                                
(“Transferor”), the undersigned hereby certifies the following on behalf of
Seller:


 


Transferor is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations);


 


Transferor is not a
disregarded entity as defined in §1.1445-2(b)(2)(iii);


 


Transferor’s U.S.
employer identification number is: 
                                                    ;
and


 


Transferor’s office
address is
                                                                                        .


 


Transferor understands
that this certification may be disclosed to the Internal Revenue Service by
transferee and that any false statement contained herein could be punished by
fine, imprisonment or both.


 


Under penalties of
perjury I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct and complete, and I further declare
that I have authority to sign this document on behalf of Transferor.


 


	
   

  	
  Dated:

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  ,

  
	
   

  	
               a

  	
   

  
				



 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
					



 


NOTICE TO TRANSFEREE
(BUYER):  You are required by law to
retain this Certificate until the end of the fifth tax year following the tax
year in which the transfer takes place and make the Certificate available to
the Internal Revenue Service if requested to do so during that period.


 


1
















 


EXHIBIT G


 


SEVERANCE LEASE / LANDLORD’S
ESTOPPEL CERTIFICATE


 


To:                              620 EIGHTH NYT (NY) LIMITED PARTNERSHIP (“Purchaser”)
and 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP (“WPC Lender”)


 


Re:                               Agreement of Sublease dated as of December 12,
2001, between The New York Times Building LLC (“NYTB”), as landlord, and
NYT Real Estate Company LLC, a New York limited liability company (“Tenant”),
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., as landlord (in such capacity, “Landlord”),
which Agreement of Sublease was amended pursuant to 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 and by Second Amendment
to Agreement of Sublease (NYT) 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 by
Third  Amendment to Agreement of Sublease
(NYT) dated as of March 6, 2009, between Landlord and Tenant 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”).


 


Date:  March     ,
2009


 


In connection with the proposed
assignment to Purchaser of the interest of NYT Real Estate Company LLC (“Seller”)
in the Severance Lease (the “Assignment”), the undersigned hereby
certifies to and agrees with Seller, WPC Lender and Purchaser as follows as of
the date hereof:


 


1.                                       All capitalized terms used herein and not otherwise
defined herein shall have the same meaning ascribed to them in the Severance
Lease.


 


2.                                       Landlord, Tenant and Purchaser have concurrently
herewith entered into a letter agreement regarding the Assignment, a copy of
which is annexed hereto as Exhibit 1 (the “Letter Agreement”).


 


3.                                       In connection with the Assignment, Landlord hereby
acknowledges and recognizes Purchaser as the tenant under the Severance Lease,
subject, however, to the matters set forth in the Letter Agreement and in
clause (ii) of the last sentence of Paragraph 7 hereof.


 


4.                                       Purchaser,
as a Tenant under the Severance Lease, also is entitled specifically to the
rights and benefits granted Tenant under Section 18.1 (Quiet Enjoyment) of
the Severance Lease.


 


5.                                       The Severance Lease has not been further modified and
is in full force and effect.


 


1

















 


6.                                       The Charges payable by Tenant under the Severance
Lease to Landlord have been paid in full up to and including the following
date(s):


 


PILOT:                                                                                                                                                        June 30, 2009


Theater Surcharge:                                                                                           December 31, 2009


 


7.                                       To the best knowledge of Landlord, neither an Event
of Default under the Severance Lease nor any event that, with the giving of
notice or the passage of time, or both, would constitute an Event of Default
under the Severance Lease, has occurred. 
To the best knowledge of Landlord, no Default has occurred in Tenant’s
performance of any covenant, agreement, obligation or condition contained in
the Severance Lease.  Notwithstanding the
statements in the preceding two (2) sentences, Landlord has advised Tenant
that (i) Tenant is not in compliance with its obligations to provide
Landlord, for Landlord’s review and approval in accordance with the terms of
the Severance Lease, with details relating to the design and programming of the
flat screen televisions installed by Tenant in lieu of retail signage (the “Signage
Obligations”) and Landlord reserves all rights and powers to enforce the
Signage Obligations and remedies with respect thereto, and (ii) with
respect to the “Prohibited Person” status of Purchaser as a proposed transferee
of the NYTC Sublease, Landlord’s knowledge is limited to a search of the NYC
Vendex database indicating that no “Caution” or “Warrant” information was
discovered.


 


8.                                       From and after the date hereof, any notice that Tenant is entitled to receive
under the Severance Lease shall be sent as follows:


 


	
   

  	
  NYT Real Estate Company
  LLC

  
	
   

  	
  c/o The New York Times
  Company

  
	
   

  	
  620 Eighth Avenue

  
	
   

  	
  New York, New York 10018

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  
	
   

  	
  With copies to:

  	
   

  
	
   

  	
   

  
	
   

  	
  The New York Times Company

  
	
   

  	
  620 Eighth Avenue

  
	
   

  	
  New York, New York 10018

  
	
   

  	
  Attention:  Director of Real Estate

  
	
   

  	
   

  
	
   

  	
  DLA Piper US  LLP

  
	
   

  	
  1251 Avenue of the
  Americas

  
	
   

  	
  New York, New York 10020

  
	
   

  	
  Attention:  Martin D. Polevoy, Esq.

  
	
   

  	
   

  
	
   

  	
  620 EIGHTH NYT (NY)
  LIMITED PARTNERSHIP

  
	
   

  	
  c/o W.P. Carey &
  Co. LLC

  
	
   

  	
  50 Rockefeller Plaza, 2nd Floor

  
	
   

  	
  New York, NY 10020

  
			



 


2

















 


	
   

  	
  Attn: Asset Management,
  Director

  
	
   

  	
   

  
	
   

  	
  Reed Smith LLP

  
	
   

  	
  599 Lexington Avenue, 29th Floor

  
	
   

  	
  New York, NY 10029

  
	
   

  	
  Attn: Real Estate
  Department, Chair

  



 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


3

















 


IN WITNESS WHEREOF, the undersigned duly executed this
Estoppel, in its capacity as fee owner of the Property, as lessor under the Initial
Ground Lease, as lessee under the Ground Lease and as Landlord under the
Severance Lease and the New NYTC Sublease, on the date and year first above
written.


 


	
   

  	
  42nd ST. DEVELOPMENT PROJECT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


4

















 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


On the     
day of March 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 of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that    he executed the same in h   
capacity, and that by h     signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  Commission Expires

  



 


5
















 


Exhibit 1


 


Letter Agreement


 


[TO BE TYPED ON ESDC’S LETTERHEAD]


 


March     , 2009


 


NYT Real Estate Company LLC


c/o The New York Times Company


620 Eight Avenue


New York, New York 10018


 


620 Eight NYT (NY) Limited Partnership


c/o W.P. Carey & Co. LLC


50 Rockefeller Plaza, 2nd Floor


New York, New York, 10020


 


Re:  Sublease
at 620 Eight Avenue, New York, New York 10018


 


Dear Sirs:


 


Reference
is made that certain Agreement of Sublease (NYT) dated as of December 12,
2001 between The New York Times Building LLC, as landlord (“NYTB”) and
NYT Real Estate Company LLC (the “Tenant”), as tenant, a memorandum of which
was recorded October 24, 2003 as CRFN 2003000433125 in the Office of the
City Register of the City of New York, New York County (the “Initial NYTC
Sublease”), which Initial NYTC Sublease was assigned by Assignment and
Assumption Agreement dated as of August 15, 2006 made by NYTB to 42ND St. Development Project, Inc.,
a subsidiary of New York State Urban Development Corporation d/b/a as Empire
State Development Corporation, as successor in interest to NYTB (“42DP”
and in its capacity as landlord, the “Landlord”), and recorded in the
Office of the City Register of the City of New York on November 20, 2006
as CRFN 2006000644732, 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, New York County on November 20, 2006 as CRFN
2006000644735 and by Second Amendment to Agreement of Sublease (NYT)  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, New York County on February 22, 2007 as CRFN 2007000100157,
and that certain Third Amendment to Agreement of Sublease (NYT) of even date
herewith between Landlord and Tenant intended to be recorded in the Office of
the City Register of the City of New York, New York County promptly hereinafter
(the Initial NYTC Sublease, as so assigned and amended, the “NYTC Sublease”).  Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the NYTC Sublease.


 


Tenant wishes to assign to 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, all its
rights, interests and obligations under the NYTC Sublease pursuant to an Assignment and Assumption of Sublease of even
date herewith, a copy of which is attached hereto as Exhibit A (the
“Assignment”) and has requested that Landlord consent to the Assignment.


 


1

















 


Immediately following the Assignment, Tenant and
Assignee intend to enter into that certain Lease Agreement of even date
herewith, a copy of which is attached hereto as Exhibit B (the “Lease
Back Agreement”) pursuant to which, inter alia, Tenant shall undertake to
perform all obligations of tenant under the NYTC Sublease on behalf of
Assignee.


 


For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord, Tenant and Assignee
hereby agree as follows:


 


1.                                       Consent.  Landlord hereby consents to the Assignment
subject to the following:


 


a.               Assignee
acknowledges and agrees that with respect to the “Prohibited Person” status of
Assignee as a proposed transferee of the NYTC Sublease, Landlord’s consent is
based on (i) a search of the NYC Vendex Database indicating that no “Caution”
or “Warrant” information was discovered and (ii) Assignee’s representation
that it is not a Prohibited Person.


 


b.              Assignee hereby
covenants and agrees that at all times during the term of the NYTC Sublease,
Assignee, as tenant under the NYTC Sublease, shall retain, or, as long as the
Lease Back Agreement shall be in force and effect, cause Tenant pursuant to the
terms of the Lease Back Agreement, to retain, either (i) First NY Partners
Management, LLC, a New York limited liability company, or (ii) any other
manager having not less than five years’ experience in the ownership and/or
management of at least five million square feet of office space ( a “Qualified
Manager”) to manage the Demised Premises.


 


c.               Assignee and Tenant
hereby represent to Landlord that the copy of the Lease Back Agreement attached
hereto as Exhibit B is a true, complete and accurate copy of the
Lease Back Agreement and covenant and agree that the Lease Back Agreement shall
not be amended, amended and restated, modified or supplemented in any substantive
respect without the prior written consent of Landlord; provided that, with
respect to amendments, amendments and restatements, modifications and
supplements which do not reduce Tenant’s obligations under the Lease Back
Agreement to perform all obligations of tenant under the NYTC Sublease on
behalf of Assignee, Landlord’s consent shall not be unreasonably withheld or
delayed.


 


d.              Assignee and Tenant
hereby covenant and agree that the Lease Back Agreement shall not be assigned
by Tenant, except to (i) a Related Entity of Tenant, or (ii) an
entity constituting a Permitted Transferee pursuant to the NYTC Sublease.


 


2.                                       Ratification
of NYTC Sublease.  Except as
expressly provided in this letter agreement, all of the terms, covenants, and
other provisions of the NYTC Subleases are hereby ratified and confirmed and
shall continue to be in full force and effect in accordance with their
respective terms.  Nothing herein
contained shall be deemed in any way to limit, restrict, or diminish Landlord’s
rights under the NYTC Sublease, including Landlord’s rights under Article 13
of the NYTC Sublease with respect to future Transfers.


 


2

















 


3.                                       Governing
Law.  This letter agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.  All Actions arising out of or
relating to this letter agreement shall be heard and determined exclusively in
any New York federal court sitting in the Borough of Manhattan of The City of
New York; provided, however, that if such federal court does not have
jurisdiction over such Action, such Action shall be heard and determined
exclusively in any New York state court sitting in the Borough of Manhattan of
The City of New York.


 


4.                                       Reliance.  This letter agreement may be relied upon by
the Tenant, the Assignee and any Recognize Mortgagee encumbering the Assignee’s
interest in the NYTC Sublease, and any title insurance company, and shall bind
and benefit the successors and assigns of those persons and the undersigned.


 


5.                                       Counterparts.  This letter agreement may be executed and
delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.


 


Kindly
execute below to acknowledge your agreement with the above and return one
original to the undersigned.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  42ND ST. DEVELOPMENT PROJECT, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


ACKNOWLEDGED AND AGREED THIS 

     DAY OF MARCH, 2009


 


NYT REAL ESTATE COMPANY LLC


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Kenneth
  A. Richieri

  	
   

  	
   

  
	
   

  	
  Title:    Manager

  	
   

  	
   

  



 


620 EIGHT NYT (NY) 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

  	
   

  



 


3

















 


	
   

  	
   

  	
  By:

  	
  ORPORATE PROPERTY ASSOCIATES

  
	
   

  	
   

  	
   

  	
  17 – GLOBAL INCORPORATED,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Jason E. Fox

  	
   

  
	
   

  	
   

  	
  Title: Executive Director

  	
   

  
						



 


4

















 


	
  STATE
  OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
   

  	
  )

  



 


On the          day of March,
in the year 2009, before me, the undersigned, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


 


	
  STATE
  OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
   

  	
  )

  



 


 


On the          day of March,
in the year 2009, before me, the undersigned, personally appeared Kenneth A.
Richieri, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


5

















 


	
  STATE
  OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
   )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
   

  	
   )

  



 


 


On the          day of March,
in the year 2009, before me, the undersigned, personally appeared Jason E. Fox,
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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


6
















 


Exhibit H


 


CONDOMINIUM
CERTIFICATION


CONDOMINIUM CERTIFICATION /
ESTOPPEL CERTIFICATE / RECOGNITION AGREEMENT


 


To:          620 EIGHTH NYT (NY) LIMITED PARTNERSHIP (“Purchaser”)
and 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP (“WPC Lender”)


 


Re:          Units 0-A, 1-A, 2-A, 3-A, 4-A, 5-A, 6-A, 7-A,
8-A, 9-A, 10-A, 11-A, 12-A, 13-A, 14-A, 15-A, 16-A, 17-A, 18-A, 19-A, 20-A,
28-A (the “Units”) in The New York Times Building Condominium
located at 620 Eighth Avenue, New York,
New York, and established under the Declaration of Leasehold Condominium
of The New York Times Building Condominium, made as of August 4, 2006, by
The New York Times Building LLC, and recorded in the Office of the City
Register, New York County, on August 15, 2006, as CRFN # 2006000460293, as
amended by that certain First Amendment to Declaration of Leasehold Condominium
dated as of January 29, 2007, and recorded in the Office of the City
Register, New York County, on February 8, 2007, as CRFN # 2007000075106,
and further amended by that certain Second Amendment to the Declaration dated October 11,
2007, and recorded in the Office of the City Register, New York County, on January 8,
2008, as CRFN # 2008000008735, and further amended by that certain Third
Amendment to the Declaration dated March 6, 2009, and intended to be
recorded in the Office of the City Register, New York County, including the
By-Laws and Rules and Regulations thereunder (the “Declaration”).


 


Date:       March       ,
2009


 


In connection with the proposed sale to Purchaser of
the interest of NYT Real Estate Company LLC (the “Seller”) in the Units
(the “Transaction”), the undersigned hereby severally certify to and
agree with Seller, Purchaser and WPC Lender and their respective successors
and/or assigns as follows as of the date hereof:


 


1.             All initially capitalized terms that are
defined in the Declaration and used but not defined herein shall have the
meanings set forth for such terms in the Declaration.


 


2.             The Condominium Board of Managers and the
NYTC Board of Managers (collectively, the “Boards”) hereby confirm,
pursuant to Article VII, Section 8 of the Declaration, that:


 


(a)           Unit Owner Expenses in
respect of the Units have been paid through and including March 31, 2009,
and Seller is not in default in the payment of any Unit Owner Expense with
respect to the Units; and


 


1

















 


(b)           to such party’s
knowledge, Seller is not in default in
the performance of any covenant, agreement or condition contained in the
Declaration.


 


3.             The Boards further hereby acknowledge, agree
and confirm that:


 


 (a)          No
portion of the Common Elements has been leased or is being operated as retail
space as of the date hereof;


 


(b)           The Condominium has not incurred any
indebtedness (excluding trade debt incurred in the ordinary course) that
constitutes a lien or encumbrance on the Condominium.


 


(c)           Any notice that an NYTC Unit Owner or a
Registered Mortgagee of an NYTC Unit Owner is entitled to receive under the
Declaration and/or By-Laws shall be sent simultaneously and in like manner to
Purchaser at the following address:


 


	
   

  	
   

  	
  620 EIGHTH NYT (NY)
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  c/o W.P. Carey &
  Co. LLC

  
	
   

  	
   

  	
  50 Rockefeller Plaza, 2nd Floor

  
	
   

  	
   

  	
  New York, NY 10020

  
	
   

  	
   

  	
  Attn: Asset Management,
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reed Smith LLP

  
	
   

  	
   

  	
  599 Lexington Avenue, 29th Floor

  
	
   

  	
   

  	
  New York, NY 10029

  
	
   

  	
   

  	
  Attn: Real Estate
  Department, Chair

  



 


4.             Each of the Boards hereby further agree that,
irrespective of whether Purchaser constitutes a Unit Owner under the
Declaration, (i) the Boards recognize each of (A) that certain
Mortgage, Security Agreement and Fixture Filing dated on or about the date
hereof (“First Mortgage”) by and between Seller, as borrower, and WPC
Lender, as lender, as the same may be amended, restated, increased, split,
severed, assigned, consolidated and/or modified from time to time, and (B) that
certain Wrap-Around Mortgage, Assignment of Rents, Security Agreement and
Fixture Filing dated on or about the date hereof (“Wrap Mortgage”) by
and between Seller, as borrower, and Purchaser, as lender, as the same may be
amended, restated, increased, split, severed, assigned, consolidated and/or
modified from time to time, as a Registered Mortgage under the terms of the
Declaration; and (ii) the Boards recognize and shall consider Purchaser,
and any future holder of either the First Mortgage or the Wrap Mortgage, as a
Registered Mortgagee under the terms of the Declaration, with all of the rights
and privileges thereof under the Declaration, including without limitation the
rights to cast votes subject to and


 


2

















 


in accordance with
Section 9 of Article XX of the Declaration; provided, however, the
acknowledgement in the case of (i) and (ii) above are subject to the
assumption that (A) any such person described therein is not a Prohibited
Person (as defined in the Unit Leases referred to in the Declaration) and (B) the
second sentence of Article XX, Section 9(a) of the Declaration
shall be complied with.


 


5.             Any title insurer
insuring the sale of the Units is entitled to rely on the Boards of Managers’
statements under Section 2 in issuing any title insurance policy to
Purchaser.


 


6.             Any mortgagee of
Purchaser (i.e. the holder of any mortgage, deed
of trust or other security instrument from Purchaser that (a) encumbers
any of the Units or Purchaser’s interest therein and (b) secures Purchaser’s
obligation to repay a loan, as the same may be amended, restated,
increased, split, severed, assigned, consolidated and/or modified from time to
time) also shall be entitled to rely on the Boards’ statements hereunder when
considering whether to enter into a loan with Purchaser secured by the Units.


 


7.             In connection with the Transaction and the assignment
by Seller to NYT BUILDING LEASING COMPANY LLC, a New York limited liability
company (collectively with its successors and assigns, “NYT-2”), of the
subtenant’s interest under that certain Agreement of Sublease (NYT-2) of even
date herewith by and between 42DP and Seller (the “New NYTC Sublease”), the Boards hereby acknowledge and
agree that Seller and Purchaser and their
respective successors and/or assigns shall have no liability with respect to
the New NYTC Sublease and the premises demised thereunder (the “New NYTC
Sublease Premises”) or any new sublease granted with a Registered Mortgagee
for any portion of such New NYTC Sublease Premises.  Furthermore, the Boards hereby release Seller
and Purchaser and their respective successors and/or assigns from all
obligations and liabilities accruing under or with respect to the New NYTC Sublease and the New NYTC Sublease
Premises from and after the date hereof. 
The Boards shall have and retain all of their rights and remedies
against NYT-2 with respect to the New NYTC Sublease and New NYTC Sublease
Premises.


 


This document may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one (1) agreement.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


3

















 


IN WITNESS WHEREOF, the undersigned duly executed
this Certification / Estoppel Certificate on the date and year first above
written.


 


 


	
   

  	
  BOARD OF MANAGERS OF THE NEW
  YORK

  TIMES BUILDING CONDOMINIUM

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Thurm

  
	
   

  	
   

  	
  Title:

  	
    President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Berliner

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  
						



 


4

















 


	
   

  	
  NYTC BOARD OF MANAGERS OF THE
  NEW

  YORK TIMES BUILDING CONDOMINIUM

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Thurm

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


5
















 


EXHIBIT I


 


ASSUMPTION
AGREEMENT


 


This
Assumption Agreement (the “Agreement”), dated March     ,
2009, is made by and among NYT REAL ESTATE COMPANY LLC, a New York limited
liability company with an address at c/o The New York Times Company, 620 Eighth
Avenue, New York, New York, 10018 (“Borrower”), 620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP, a Delaware limited partnership with an address at c/o W.P.
Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York, 10020 (“New
Borrower”) and 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP, a Delaware
limited partnership with an address at c/o W.P. Carey & Co. LLC, 50
Rockefeller Plaza, 2nd Floor,
New York, New York, 10020 (the “Lender”), with reference to the
following facts:


 


RECITALS:


 


A.            Lender previously made a loan in the original
principal amount of $175,000,000.00 (the “Loan”) to Borrower in
connection with the Property (hereinafter defined).


 


B.            The Loan is evidenced by Borrower’s
Promissory Note dated of even date herewith (the “Note”) made by Borrower
in favor of Lender and is secured by a Mortgage, Security Agreement and Fixture
Filing dated of even date herewith (the “Mortgage”) made by Borrower in
favor of Lender covering certain property more particular described in the
Mortgage (collectively, the “Property”), including but not limited to,
certain leasehold condominium units and undivided interest in condominium
common elements appurtenant thereto all as more particularly described in Exhibit A
attached hereto, all located in the building known as “The New York Times
Building” having a street address of 620 Eighth Avenue, New York, New York.


 


C.            In connection with the execution and delivery
of that certain Lease Agreement of even date herewith executed by Borrower and
New Borrower (the “Lease”), Borrower proposes to have New Borrower
assume its obligations under the Note, and Borrower and New Borrower have
requested the Lender’s consent to such assumption on the terms and conditions
of this Agreement.


 


THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, Borrower, New Borrower and Lender agree as follows:


 


1.             Loan Documents.  New
Borrower acknowledges that (a) it has received from Lender and has
approved, as to both form and content, the Note and the Mortgage; (b) it
has read and understands all of the terms and conditions of the Note and the
Mortgage; and (c) the Note and the Mortgage were duly executed by Borrower
and are in full force and effect.


 


2.             Assumption of Loan by New Borrower.  New
Borrower assumes the Note, and New Borrower (a) shall perform each and all
of Borrower’s obligations under the Note accruing from and after the date
hereof; and (b) shall be bound by each and all of the terms of the Note
from and after the date hereof.


 


3.             Lender Consent. 
Lender consents to New Borrower’s assumption of the Note.  Lender’s consent to New Borrower’s assumption
of the Note shall not constitute a consent to any other transfer of such
interest in the Note or a waiver of any provision of the Note or the Mortgage,
except as expressly provided in this Agreement with respect to the New Borrower’s
assumption of the Note.


 


1

















 


4.             No Modification of Loan Documents. 
Nothing contained in this Agreement shall be construed to obligate
Lender to extend the time for payment of the Note or otherwise modify any of
the Note or the Mortgage in any respect. 
Nothing in this Agreement, in any way, shall affect the validity or priority
of the Mortgage.


 


5.             Status of Loan. 
Lender, Borrower and New Borrower acknowledge and agree that (a) there
are no defaults by Lender or Borrower under any of the Note or the Mortgage,
and (b) except as expressly set forth in this Agreement, neither the Note
nor the Mortgage have been modified, and the Note and the Mortgage are each
binding and enforceable in accordance with their terms.


 


6.             Secured Obligation.  New
Borrower acknowledges that its obligations under this Agreement and the Note
are secured by the Mortgage.


 


7.             Subject to Lender’s Rights.  New
Borrower’s assumption of the Note at all times shall be subject to and in no
way shall affect, diminish or impair Lender’s rights and remedies under the
Note or the Mortgage.


 


8.             Authority.  Borrower and New Borrower each
has the full power and authority to enter into and perform all of its
obligations under this Agreement, and this Agreement, when executed by the
person or entities signing this Agreement on behalf of Borrower and New
Borrower, respectively, shall constitute a legal, valid and binding obligation
of Borrower and New Borrower enforceable in accordance with its terms.  The persons or entities executing this
Agreement on behalf of Borrower and New Borrower have been duly authorized to
execute this Agreement by all requisite action on the part of Borrower and New
Borrower.


 


9.             Third Party Mortgagor Provisions.


 


(a)           Third Party
Mortgagor.  Borrower acknowledges and agrees that Borrower understands that the Note and the Mortgage secure
certain obligations of Borrower, as maker of the Note, notwithstanding the
subsequent assumption by New Borrower of such obligations pursuant to this
Agreement.


 


(b)           Waivers of
Subrogation and Contribution.  Borrower unconditionally and
irrevocably waives any and all rights and defenses that Borrower may have because the obligations secured by the Note
and the Mortgage are secured by real property. 
This means, among other things: (a) Lender may enforce its rights
and remedies under the Note and the Mortgage against Borrower without first foreclosing on any real or personal
property collateral owned by New Borrower (“Maker’s Collateral”), if
any; and (b) if Lender forecloses on any Maker’s Collateral, if any: (i) the
amount of the obligations secured by the Note and the Mortgage may be reduced
only by the price for which such Maker’s Collateral is sold at the foreclosure
sale, even if it is worth more than the sale price; and (ii) Lender may
enforce its rights and remedies under the Note and the Mortgage against
Borrower even if Lender, by foreclosing on such Maker’s Collateral, has
destroyed any right Borrower may have to collect from New Borrower or from any
other person or entity.


 


(c)           Obligations Independent; Other Waivers.  Borrower agrees that (i) its obligations
and liabilities under the Note and the Mortgage are independent of and in


 


2

















 


addition to the
undertakings of New Borrower pursuant to the Note; and (ii) a separate
action may be brought to enforce the provisions of the Note and the Mortgage
against Borrower whether or not New Borrower is a party to any such
action.  Lender shall be under no
obligation to marshal any assets in favor of Borrower.  Borrower hereby waives (i) presentment,
demand, protest, notice of acceptance, notice of dishonor, notice of
nonperformance and any other notice with respect to any of the obligations
secured by the Note and the Mortgage, and promptness in commencing suit against
any party thereto or liable thereon, or in giving any notice to or making any
claim or demand hereunder upon it; (ii) any right to require Lender to (A) proceed
against New Borrower or any other party liable with respect to such
obligations, (B) proceed against or exhaust any security held by New
Borrower, or (C) pursue any remedy in Lender’s power whatsoever; (iii) any
defense arising by reason of any disability or other defense of New Borrower or
by reason of the cessation from any cause whatsoever of the liability of New
Borrower other than full and final payment of the obligations secured by the
Note and the Mortgage; and (iv) all rights and benefits that might
otherwise be available to Borrower under any suretyship defenses or other
defenses otherwise available under applicable law.


 


(d)           Miscellaneous.  Borrower warrants that (a) to the extent
the Note and the Mortgage secure the obligations of New Borrower to Lender, the
Note and the Mortgage were executed at the request of Borrower; and (b) Lender
has made no representation to Borrower as to the creditworthiness of New
Borrower.  Borrower agrees to keep
adequately informed, as it deems appropriate, of any facts, events or
circumstances that might in any way affect its risks and liabilities under the
Note or the Mortgage and further agrees that Lender shall have no further
obligation to disclose to Borrower information or materials acquired in the
course of Lender’s relationship with New Borrower.


 


(e)           Further Assurances.  In the event the Note or the Mortgage are
assigned by Lender to a new third party lender or any such new third party
lender amends, restated, consolidates or modifies the Note or the Mortgage,
Borrower shall acknowledge any such assignment and any such amendment,
restatement, consolidation or modification in writing as reasonably required by
Lender, which acknowledgement, may include, without limitation, Borrower
acknowledging certain third party mortgagor provisions consistent with the
terms of this Agreement to be set out in any such amendment, restatement,
consolidation or modification, subject to the provisions of paragraph 9(g) below.


 


(f)            Nonrecourse
Obligations.  Subject to the
qualifications that the Mortgage and the estate of the Borrower in the Property
shall continue to secure the Note, notwithstanding the subsequent assumption by
New Borrower of such obligations pursuant to this Agreement, the Borrower shall
be liable for payment and performance of all of the obligations, covenants and
agreements of the New Borrower under the Note to the full extent (but only to
the extent) of all of Borrower’s interest in the Property.  If a default occurs in the timely and proper
payment of any portion of the Note, except to the extent set forth above in
this paragraph 9(f), Borrower shall not be personally liable for the repayment
of any of the principal of, interest on, or prepayment fees or late charges, or
other charges or fees due under the Note.


 


(g)           Subordination.  If the Option Lapse Date (as defined in the
Lease) shall occur, the Beneficial Transfer Documents (as defined in the Lease)
have been delivered, and the Note shall not have been fully paid, on the Option
Lapse Date, provided the holder of the Note shall be an Affiliate (as defined
in the Lease) of the Lender, the Lender will promptly grant Borrower a
subordination non-disturbance and attornment agreement (an “Subordination”)
substantially in the form of Exhibit B, annexed hereto.  However, upon any refinance of the Note


 


3

















 


and an assignment of the
Mortgage to any person or
entity who is not an Affiliate of the Lender (the “Refinanced
Mortgage”), any such Subordination shall be terminated and, immediately
upon such termination, replaced by the SNDA (as defined in the Lease) required
by the terms of Paragraph 32(a) of the Lease with the same force and
effect as if the Refinanced Mortgage were a Mortgage (as defined in the Lease)
(other than the Landlord Mortgage (as such term is defined in the Lease)).


 


10.           No Waiver.  No waiver by Lender of any of
its rights or remedies in connection with the Loan shall be effective unless such
waiver is in writing and signed by Lender. 
Without limiting the generality of the preceding sentence, nothing
contained in this Agreement nor any delay or omission by Lender in exercising
or enforcing any of its rights and remedies in connection with the Loan
constitutes or shall be construed as a waiver by Lender of (a) any breach
or default by Borrower or New Borrower under the Note or the Mortgage; (b) any
of Lender’s rights or remedies in connection with the Loan; or (c) any of
the provisions of the the Note or the Mortgage. 
Lender’s rights and remedies under this Agreement are cumulative with
and in addition to any and all legal and equitable rights and remedies that
Lender may have in connection with the Loan.


 


11.           Entire Agreement. 
Except as to those matters to be governed by the Lease as between
Borrower and New Borrower only, this Agreement and the Note and the Mortgage
contain the entire agreement and understanding among New Borrower, Borrower and
Lender concerning the matters covered by this Agreement and the Note and the
Mortgage and supersede all prior and contemporaneous agreements, statements,
understandings, terms, conditions, negotiations, representations and
warranties, whether written or oral, made by Lender, Borrower or New Borrower concerning
the matters covered by this Agreement and the Note and the Mortgage.


 


12.           Modifications.  This
Agreement may be modified only by a written agreement signed by New Borrower,
Borrower and Lender.


 


13.           Descriptive Headings; Interpretation.  The
headings to sections of this Agreement are for convenient reference only, do
not limit in any way or amplify the terms of this Agreement, and shall not be
used in interpreting this Agreement.  For
purposes of this Agreement, the term “including” shall be deemed to mean “including
without limitation.”


 


14.           No Claims.  Borrower and New Borrower each
acknowledges and agrees that (a) it has no offsets or deductions of any
kind against any indebtedness secured by the Mortgage or otherwise owing to
Lender under the Note, and (b) it has no defenses or claims against Lender
in connection with the Loan.


 


15.           Continuing Effect of Documents.  The
Note, as modified by this Agreement, and the Mortgage shall remain in full
force and effect in accordance with their terms and are affirmed by New
Borrower.


 


16.           Time of the Essence.  Time
is of the essence with respect to each provision of this Agreement.


 


17.           Counterparts; Successors.  This
Agreement may be executed in counterparts, each of which shall constitute an
original, and all of which together shall constitute


 


4

















 


one
and the same agreement.  This Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective permitted successors and assigns.


 


18.           Review by Borrower and New Borrower with
Independent Counsel.  Borrower and New Borrower each acknowledges
and agrees that (a) it has carefully read all of the terms and conditions
of this Agreement and the documents contemplated by this Agreement, and it
fully understands all of the terms and conditions of this Agreement, and (b) it
has entered into this Agreement freely and voluntarily, after having consulted
with its independent legal counsel or after having had a full and adequate
opportunity to consult with its independent legal counsel.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


5

















 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  NYT
  REAL ESTATE COMPANY LLC, a

  
	
   

  	
  New
  York limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  Kenneth A. Richieri

  
	
   

  	
  Title:
    Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  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:
  Jason E. Fox

  
	
   

  	
  Title:  
  Executive Director

  



 


6

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  620
  EIGHTH LENDER 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:
  Jason E. Fox

  
	
   

  	
  Title:  
  Executive Director

  



 


7

















 


EXHIBIT A


 


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;


 


8

















 


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.


 


9

















 


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

  	
  %

  



 


10

















 


EXHIBIT B


 


SNDA


 


11
















 


LENDER


 


EXHIBIT


 


SUBORDINATION, NON-DISTURBANCE,

AND ATTORNMENT AGREEMENT


 


THIS AGREEMENT, made as of the           
day of                         
(this “Agreement”) between NYT REAL ESTATE COMPANY LLC, a New York limited
liability company, with offices at 620
Eighth Avenue, New York, New York (“Tenant”) and                                                   ,
a                                                   
having offices at                                                   
(as hereinafter defined; and in such capacity, together with its successors in
such capacity, “Mortgagee”).


 


W I T N E S S E T H :


 


WHEREAS,
Mortgagee is the present owner and holder of the mortgages described in Schedule
1 attached hereto and made a part hereof (such mortgages, as the same may
be amended, modified, extended, renewed, supplemented, spread, consolidated or
replaced, and all advances heretofore made, or hereafter to be made, pursuant
thereto, being hereinafter collectively referred to as the “Mortgage”)
covering 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,                                                   
(“Landlord”) is the owner of the aforementioned Property.


 


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                         ,
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 with, to the extent required hereunder, the consent
of Mortgagee, being hereinafter referred to as the “Lease”); and


 


WHEREAS,
Tenant has agreed to subordinate the Lease to the Mortgage and to the lien
thereof and Mortgagee has agreed to grant non-disturbance to Tenant under the
Lease on the terms and conditions hereinafter set forth;


 


NOW,
THEREFORE, Mortgagee and Tenant agree as follows:


 


1.             Subordination.  Tenant agrees that the Lease and all of the
terms, covenants and provisions thereof and all rights, remedies and options of
Tenant thereunder are and shall at all times continue to be fully subject and
subordinate in all respects to the Mortgage, and to all advances heretofore
made, and hereafter to be made,


 

















 


pursuant
thereto provided that, as between Landlord and Tenant, nothing contained in this
Agreement shall be deemed to affect the obligations of Landlord or the rights
of Tenant under the Lease.  This
provision shall be self-operative and no further instrument shall be required
to confirm or perfect such subordination. 
However, at the request of Mortgagee and at no cost to Tenant, Tenant
shall execute and deliver such other documents reasonably satisfactory to
Tenant and take such other action as Mortgagee reasonably requests to perfect,
confirm or effectuate such subordination, provided that such documents do not
diminish any of Mortgagee’s obligations or increase any of Tenant’s obligations
or adversely affect any of Tenant’s rights hereunder or under the Lease.


 


2.             Non-Disturbance.  Mortgagee agrees that (a) Mortgagee
shall not terminate the Lease nor shall Mortgagee disturb or affect Tenant’s
leasehold estate, use and possession of the Premises or any portion thereof in
accordance with the terms of the Lease or any rights of Tenant under the Lease
by reason of the subordination of the Lease to the Mortgage or by reason of any
foreclosure action or any other action or proceeding instituted under or in
connection with the Mortgage, including, without limitation any right to
purchase and certain rights to receive and retain insurance proceeds and
condemnation awards in respect of the Premises, all as more particularly set
forth in the Lease, and (b) if any action or proceeding is commenced by
Mortgagee for the foreclosure of the Mortgage or the sale of the Property
pursuant to the Mortgage or any other proceeding to enforce the Mortgage,
Tenant shall not be named or joined as a party therein, and the sale of the
Property in any such action or proceeding and the exercise by Mortgagee of any
of its other rights under the Mortgage shall be made subject to all rights of
Tenant under the Lease, provided that (i) at the time of the commencement
of any such action or proceeding or at the time of any such sale or exercise of
any such other rights set forth in clauses (a) or (b) of
this Section 2, (x) the Lease shall be in full force and
effect and (y) Tenant 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 Lease) under any of the terms, covenants or conditions
of the Lease, and (ii) Tenant may be so named or joined in any such action
or proceeding if required by law, so long as (1) in connection with such
naming and joining of Tenant, Mortgagee will not seek to terminate or
extinguish Tenant’s rights under this Agreement or the Lease, except as
specifically set forth elsewhere in this Agreement, and (2) none of Tenant’s
rights under this Agreement or the Lease shall be impaired or otherwise
affected by such naming or joining of Tenant. 
The immediately preceding sentence shall in no way be deemed a waiver of
Mortgagee’s rights to enforce any remedy against Tenant under the Lease, as
Landlord, pursuant to the terms of the Lease in the event that Mortgagee
becomes the owner of the Property by reason of any such sale or exercise of any
such other rights set forth in clauses (a) or (b) of
this Section 2.


 


3.             Non-Liability.  If and when Mortgagee shall take possession
of the Property or a receiver shall be appointed therefor, or, if Mortgagee or
another purchaser shall become the owner of the Property by reason of a
foreclosure, deed in lieu of foreclosure or otherwise (Mortgagee or such other
purchaser being hereinafter referred as “Purchaser”), and the conditions
set forth in clauses (x) and (y) of Section 2 above have


 


2

















 


been
met at the time Purchaser becomes owner of the Property, the Lease shall,
notwithstanding any provision to the contrary therein contained, continue in
full force and effect as a direct lease between Purchaser and Tenant, and
Purchaser shall be subject to the provisions of the Lease with the same force
and effect as if the Lease was a direct lease between Purchaser and Tenant,
provided that in no event shall Purchaser or its successors or assigns, unless
such Mortgagee or its successors or assigns shall be an entity which controls,
is controlled by, or is under common control with Landlord (‘control’ for
purposes of this Agreement 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), be:


 


(a)           liable
for any previous act, omission or negligence of any prior landlord under the
Lease (including, without limitation, Landlord) or the failure or default of
any prior landlord (including, without limitation, Landlord) to comply with any
of its obligations under the Lease except to the extent such act, omission,
negligence, failure or default accrues and continues after the date that
Purchaser succeeds to the interest of Landlord under the Lease and Purchaser
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 Lease; or


 


(b)           subject
to any defenses, offsets or counterclaims that Tenant may have against any
prior landlord (including, without limitation, Landlord) which accrued prior to
the date upon which Purchaser shall become the owner of the Property in
connection with a default by Landlord thereunder,; or


 


(c)           bound
by any payment of base rent or additional rent that Tenant might have made more
than one month in advance of the due date of such payment unless the prepayment
was expressly approved in writing by the Mortgagee; or


 


(d)           bound
by any action listed in Section 4 below made without Mortgagee’s
prior written consent; or


 


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


 


(f)            liable
for any monies on deposit with Landlord to the credit of Tenant except to the
extent received by Mortgagee.


 


4.             No
Changes to Lease.  The Lease
constitutes an inducement to Mortgagee to enter into this Agreement.  Consequently, Tenant shall not, without
obtaining the prior written consent of Mortgagee, (i) enter into any
agreement modifying, amending, extending, renewing, terminating or surrendering
the Lease which are not specifically referenced in the Lease, (ii) prepay
any of the base rent or any additional rent due under the Lease for more than
one (1) month in advance of the due dates thereof (except as permitted
under Section 3(c) above), (iii) voluntarily surrender
the premises demised under the Lease, in whole or in part, or cancel or
terminate the Lease, except as


 


3

















 


and to
the extent provided for in the Lease and after Tenant’s compliance with Section 6(a) below,
(iv) assign the Lease or sublet the premises demised under the Lease or
any part thereof other than pursuant to the provisions of the Lease or (v) subordinate
or permit the subordination of the Lease to any lien other than the Mortgage
except to the extent provided or permitted by the Lease; and any such
prohibited amendment, modification, termination, cancellation, prepayment,
voluntary surrender, assignment or subletting, without Mortgagee’s prior
consent, shall not be binding upon Mortgagee.


 


5.             Attornment.  If the interest of Landlord under the Lease
is transferred (or surrendered or terminated) to Purchaser by reason of
Landlord’s default under the Mortgage or by reason of assignment of the Lease
(or any similar device) in lieu of transfer (or surrender or termination or
deed in lieu of foreclosure or other similar device) following Landlord’s
default, Tenant shall attorn to Purchaser and recognize Purchaser as Tenant’s
landlord under the Lease, and so long as Tenant is not in default under any of
the terms, covenants and conditions of the Lease beyond any applicable grace or
cure period, Purchaser shall recognize Tenant as the tenant under the Lease and
Purchaser and Tenant shall be bound to each other under all of the terms,
covenants and conditions of the Lease (except as set forth in paragraph 3) for
the balance of the term thereof and for any extension or renewals thereof that
are effected in accordance with the Lease, with the same effect as if Purchaser
were the Landlord under the Lease, such recognition and attornment to be
effective as of the time Purchaser succeeds to the interest of Landlord under
the Lease, without the execution of any further agreement.  However, Tenant agrees, at its own expense,
to execute and deliver, at any time and from time to time upon request of
Purchaser, any agreement reasonably satisfactory to Purchaser that may
reasonably be necessary or appropriate to evidence such attornment and
recognition provided that such agreement does not increase the liabilities and obligations of Tenant hereunder nor diminish
the Tenant’s rights hereunder, other than to a deminimus
extent.  Failure of Tenant to so execute any such an
agreement shall not vitiate such attornment and recognition.


 


6.             Notice
of Default.


 


(a)           Tenant
will promptly deliver to Mortgagee (and any subsequent Mortgagee provided that
such Mortgagee provides written notice to Tenant of its acquisition of
Mortgagee’s interest in the Mortgage and designates the address to which such
notices are to be sent) any written notice from Tenant to Landlord of any
default of Landlord or other circumstance that would entitle Tenant to cancel
the Lease or to abate the rent or additional rent or any other amounts payable
thereunder.  Tenant agrees that
notwithstanding any provision of the Lease, no cancellation thereof or
abatement shall be effective unless Tenant shall have sent Mortgagee a notice
in the manner herein provided and Mortgagee has failed to cure the default
giving rise to such right to cancellation or abatement within the time period
as Landlord may be entitled to under the Lease 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,
Mortgagee 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


 


4

















 


limitation,
commencement of foreclosure proceedings or eviction proceedings, if necessary,
to effect such cure) provided that such period shall in no event exceed ninety
(90) days.  No cure of Landlord’s default
by Mortgagee shall be deemed an assumption of Landlord’s other obligations
under the Lease and no right of Mortgagee hereunder to receive any notice or to
cure any default shall be deemed to impose any obligation on Mortgagee to cure
(or attempt to cure) any such default.


 


(b)           Tenant
agrees, from time to time, to state in writing to Mortgagee, upon request
whether or not, to the best of Tenant’s actual knowledge, any default on the
part of Landlord exists under the Lease and the nature of any such default,
provided, however, that Tenant shall not have any liability to Mortgagee to the
extent such statement shall not be true and correct in all material respects
but such statement shall estop Tenant as to matters as to which Tenant had so
stated.


 


7.             Acknowledgement
of Assignment of Lease.


 


(a)           Without
limitation of its other consents, agreements and covenants in this Agreement,
Tenant hereby:


 


(i)            consents to the absolute assignment
of, and creation of a security interest in, all right, title and interest of
Landlord in, to and under the Lease and all rents and other sums, moneys and
other amounts payable thereunder and all rights of Landlord thereunder, in each
case to and for the benefit of Mortgagee as provided and for the purposes as
may be set forth in such assignment (the “Assignment of Leases”);


 


(ii)           agrees that upon notice from
Mortgagee, or its successors or assigns at least five (5) business days
prior to the date such payments are due, all rents and other sums, moneys and
other amounts due or to become due and payable by Tenant under the Lease from
time to time (including, without limitation, all base rent and additional rent
thereunder ) shall be paid to Mortgagee or as otherwise directed by Mortgagee
and Landlord shall have no claim against Tenant in connection therewith;
provided, however, such receipt of rents and other sums, moneys and other
amounts shall not relieve Landlord of its obligations under the Lease, and
Tenant shall continue to look to Landlord only for performance thereof; and
further provided that Tenant shall retain all of its rights as against Landlord
to the extent Landlord shall fail to pay or perform such obligation;


 


(iii)          agrees that, from and after the date
that Mortgagee notifies Tenant that there has been an Event of Default under
the Mortgage, any notice, demand, approval, consent, election, determination,
waiver or other action given or taken by Mortgagee or in respect of the Lease
from time to time shall have the same force and effect as a notice, demand,
approval, consent, election, determination, waiver or other action given or
taken by Landlord thereunder in respect of the subject matter thereof and that,
in the event of an inconsistent notice, demand,


 


5

















 


approval, consent,
election, determination, waiver or other action given or taken from or by
Landlord or Mortgagee, the notice, demand, approval, consent, election,
determination, waiver or other action given or taken from or by Mortgagee shall
control and be dispositive and binding on Tenant and Landlord for all purposes
of the Lease;


 


(iv)          agrees, upon request of Mortgagee, to
provide Mortgagee with estoppel certificates addressed to Mortgagee and
containing the information required under Paragraph 25 of the Lease; and


 


(v)           agrees that Mortgagee shall not, by
reason of the Assignment of Leases, be subject to any obligation, duty or
liability under the Lease, except that when Mortgagee is exercising rights
under the Mortgage, it shall do so in accordance with the terms and conditions
thereof and, to the extent applicable, this Agreement.


 


(b)           Landlord
hereby authorizes Tenant to comply with the provisions of clause (a) above
and Landlord shall have no claim against Tenant in connection with any such
payment to the Mortgagee made in accordance with clause (a) above.


 


8.             Representations.  Tenant represents and warrants to Mortgagee
that as of the date hereof (i) Tenant is the owner and holder of the
tenant’s interest under the Lease; (ii) the Lease (including exhibits and
schedules thereto) is a complete statement of the agreement between Landlord
and Tenant with respect to the leasing of the Premises, has not been modified
or amended except as otherwise indicated on Schedule 2 annexed hereto; (iii) the
Lease is in full force and effect; (iv) to the best of Tenant’s actual
knowledge, neither Tenant nor Landlord is in default under any of the terms,
covenants or provisions of the Lease; (v) no rents, additional rents or
other sums payable under the Lease have been paid for more than one (1) month
in advance of the due dates thereof; (vi) to the best of Tenant’s actual
knowledge, there are no present offsets or defenses to the payment of the
rents, additional rents, or other sums payable under the Lease except as
otherwise indicated on Schedule 3 annexed hereto.  Tenant represents that the Lease and this
Agreement have been duly authorized and entered into by Tenant and constitute
the valid and binding obligations of Tenant.


 


9.             Notices.


 


9.1           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 Mortgagee shall be addressed to
Mortgagee at                                                                         ,
with a copy to                                                                         ,
and a copy of all notices given to


 


6

















 


Mortgagee 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,                                                                         .


 


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 Mortgagee or Tenant, as the case may
be, if signed and sent by its respective counsel.


 


9.2           Tenant
shall promptly send Mortgagee copies of any termination or default notice given
by Tenant under the Lease.


 


10.           Limitations
on Purchaser’s Liability.  In no
event shall the Purchaser, nor any heir, legal representative, successor, or
assignee of the Purchaser have any personal liability for the obligations of
Landlord under the Lease and should the Purchaser succeed to the interests of
the Landlord under the Lease, Tenant shall look only to the estate and property
of any such Purchaser in the Property for the satisfaction of Tenant’s remedies
for the collection of a judgment (or other judicial process) requiring the
payment of money in the event of any default by any Purchaser as landlord under
the Lease, and no other property or assets of any Purchaser shall be subject to
levy, execution or other enforcement procedure for the satisfaction of Tenant’s
remedies under or with respect to the Lease; provided, however, that the Tenant
may exercise any other right or remedy provided thereby or by law in the event
of any failure by Landlord to perform any such obligation.


 


11.           Miscellaneous.


 


(a)           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.  In the event of the
assignment or transfer of the interest of Mortgagee in the Mortgage, all
obligations and liabilities of Mortgagee under this Agreement shall terminate,
and thereupon all such obligations and liability shall automatically be the
responsibility of the party to whom Mortgagee’s interest is assigned or
transferred and such party shall be deemed to have assumed the same.  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.


 


(b)           The
term “Mortgagee” as used in this Agreement shall include the successors and
assigns of Mortgagee and any person, party or entity which shall become


 


7

















 


the
owner of Landlord’s interest in the Premises by reason of foreclosure of the
Mortgage or the acceptance of a deed (or assignment) in lieu of a foreclosure
of the Mortgage or other similar process. 
The term “Landlord” as used in this Agreement shall mean and include the
present landlord under the Lease and such landlord’s successors in interest
under the Lease.  The term “Tenant” as
used in this Agreement shall mean and include the present tenant and any
permitted successor or assignee under the Lease.


 


(c)           This
Agreement constitutes the final expression of the entire agreement of the
parties with respect to the subordination of the Lease to the lien of the
Mortgage.  This Agreement may not be
modified other than by an agreement in writing, signed by the parties hereto or
their respective successors in interest.


 


(d)           Except
as modified by this Agreement, all of the terms and provisions of the Lease
will remain in full force and effect.  If
there are any conflicts between the Lease and this Agreement, the terms and
provisions of this Agreement will control.


 


(e)           LANDLORD,
TENANT AND MORTGAGEE HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


[Signatures appear on the following page]


 


8

















 


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


 




	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  NYT REAL
  ESTATE COMPANY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  	
   

  
	
   

  	
    Title:

  	
   

  
					






 


9

















 




	
   

  	
  MORTGAGEE:

  
	
   

  	
   

  
	
   

  	
  [                                                      ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  	
   

  
	
   

  	
    Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONSENTED AND AGREED TO:

  
	
   

  	
   

  
	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  [                                                      ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
    Name:

  	
   

  
	
   

  	
    Title:

  	
   

  
					






 


10
















 


LENDER


 


EXHIBIT “A-1”


 


SEVERANCE LEASE


 


Agreement of Sublease dated as of December 12, 2001 between The
New York Times Building LLC (“NYTB”), as landlord, and NYT Real Estate
Company LLC, a New York limited liability company (“Tenant”), 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”), a subsidiary of New York State
Urban Development Corporation (“UDC”) 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,
as landlord (in such capacity, “Landlord”), which Agreement of Sublease
was amended pursuant to 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 and by Second Amendment to Agreement of Sublease (NYT) 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 by Third  Amendment to
Agreement of Sublease (NYT) dated as of March 6, 2009 between Landlord and
Tenant and recorded in the Office of the City Register of the City of New York
on                             ,
2009 as CRFN                                         
(such Agreement of Sublease, as so assigned and amended, the “Severance
Lease”).


 

















 


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 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,


 


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

  	
  %

  



 

















 


State of New York  )

County of                )
ss.:


 


On the       
day of                 
in the year                 
before me, the undersigned, 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.


 


 


Signature and Office of individual

taking acknowledgement


 

















 


State of New York  )

County of                )
ss.:


 


On the       
day of                 
in the year          before me, the
undersigned, 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.


 


 


Signature and Office of individual

taking acknowledgement


 

















 


State of New York  )

County of                )
ss.:


 


On the       
day of                 
in the year          before me, the
undersigned, 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.


 


 


Signature and Office of individual

taking acknowledgement


 
















 


EXHIBIT J


 


TITLE CONFIRMATION LETTER


 


	
  Chicago
  Title Insurance Company

  	
  

  
	
  Commercial Service Unit, 711 Third Avenue,
  5th Floor, New York, N.Y. 10017-4014

  



 


March       ,
2009


 


BY HAND
DELIVERY


 


620 EIGHTH NYT
(NY) LIMITED PARTNERSHIP


c/o W. P.
Carey & Co. LLC


50 Rockefeller
Plaza, 2nd Floor


New York, New
York 10020


 


620 EIGHTH NYT
LENDER (NY) LIMITED PARTNERSHIP


c/o W. P.
Carey & Co. LLC


50 Rockefeller
Plaza, 2nd Floor


New York, New
York 10020


 


NYT REAL
ESTATE COMPANY LLC


c/o The New
York Times Company


620 Eighth
Avenue


New York, New
York 10018


 


	
   

  	
  Title No.:

  	
   

  	
  3108-00805

  
	
   

  	
  Premises:

  	
   

  	
  New York Times, 620-28 8th Avenue, New York, NY

  



 


Gentlemen:


 


We have reviewed the following
documents:  (1) Wrap-Around Mortgage
dated on or about the date hereof (the “Wrap Mortgage”) made by NYT REAL ESTATE
COMPANY LLC, as mortgagor, in favor of 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,
as mortgagee, and NEW YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A/ EMPIRE
STATE DEVELOPMENT CORPORATION, as co-mortgagee, and (2) First Mortgage dated on
or about the date hereof made by NYT REAL ESTATE COMPANY LLC, as mortgagor, in
favor of 620 EIGHTH NYT LENDER (NY) LIMITED PARTNERSHIP, as mortgagee, and NEW
YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A/ EMPIRE STATE DEVELOPMENT
CORPORATION, as co-mortgagee,  (the
“First Mortgage”); both of which are being recorded in connection with the
transaction being closed today in connection with which we are, as coinsurers,
issuing lender’s title insurance policies to 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP
and 620 EIGHTH NYT LENDER (NY) LIMITED PARTNERSHIP, respectively.


 


1

















 


This will confirm that upon an
assignment of the underlying First Mortgage or the Wrap Mortgage to a
third-party lender in connection with which an appropriate Real Property Law
Section 275 Affidavit is filed we will insure the assignment of the First
Mortgage, the Wrap Mortgage and/or its respective amendment, modification,
consolidation and/or restatement by the new holder, without payment of new
mortgage recording tax on the outstanding principal amount of the First
Mortgage or the Wrap Mortgage so assigned.


 


The foregoing assurance is
subject to:  ( a )  no re-advances of principal having been made
which are secured by the underlying the First Mortgage or the Wrap
Mortgage;  ( b )  if the new holder of the First Mortgage or
the Wrap Mortgage, as applicable, shall by its respective amendment, modification,
consolidation and/or restatement increase the outstanding principal indebtedness
at such time, the applicable mortgage recording tax payable on such increase in
the outstanding principal indebtedness shall be paid;  ( c ) any unresolved exceptions to title
revealed by a title continuation as of such date provided such exception to
title shall have created a lien subsequent to the date of the First Mortgage or
the Wrap Mortgage, as applicable;  ( d )
the occurrence of the closing of such third party mortgage transaction;  ( e )  
payment of the then applicable title insurance premium or other related
charges;  ( f) payment of any recording
charges; and ( g ) any changes in applicable law.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  CHICAGO TITLE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


ACKNOWLEDGED AND AGREED BY


THE FOLLOWING OTHER CO-INSURERS


ON THIS        DAY OF MARCH, 2009


 


 


	
  FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STEWART TITLE INSURANCE COMPANY, through its division,

  
	
  TITLE ASSOCIATES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
				



 


2
















 


EXHIBIT K


 


IDA
CONSENT, SUBORDINATION AND ASSUMPTION AGREEMENT


 


CONSENT,
SUBORDINATION AND ASSUMPTION AGREEMENT


 


THIS
CONSENT, SUBORDINATION AND ASSUMPTION AGREEMENT (this “Agreement”)
is made as of the       
day of February, 2009 by and
among NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY, a corporate governmental
agency constituting a body corporate and politic and a public benefit
corporation of the State of New York, duly organized and existing under the
laws of the State of New York, having its principal office at 110 William
Street, New York, New York 10038 (“IDA”), NYT BUILDING LEASING
COMPANY LLC, a New York limited liability company (“NYT Building”),
having an office c/o The New York Times Company, 620 Eighth Avenue, New York,
New York 10018, and THE NEW YORK TIMES
COMPANY, a New York corporation, having an office at 620 Eighth Avenue, New
York, New York 10018 (“NYT Company”).


 


RECITALS:


 


WHEREAS,


 


A.            42ND ST. DEVELOPMENT PROJECT, INC. (“42DP”),
a subsidiary of New York State Urban Development Corporation d/b/a Empire State
Development Corporation, a corporate governmental agency of the State of New
York constituting a political subdivision and public benefit corporation, as
landlord (in such capacity, “Master Landlord”), and The New York Times
Building LLC (“NYTB”) entered into that certain Agreement of Lease dated
as of December 12, 2001, as amended by letter dated April 8, 2004
(the “Initial Ground Lease”), with respect to certain land and
improvements more particularly described in the Initial Ground Lease, a
memorandum of which was recorded October 24, 2003 in the Office of the
City Register of the City of New York (the “Office of the City Register”)
as CRFN 2003000433122;


 


B.            NYTB submitted the Initial Ground
Lease to a leasehold condominium structure pursuant to Article 9-B of the
Real Property Law of the State of New York;


 


C.            Pursuant to that certain Assignment
and Assumption Agreement dated as of August 15, 2006 (being the “Lease
Assignment Date” under the Initial Ground Lease) between NYTB and 42DP (the “Assignment”),
NYTB assigned to 42DP all of NYTB’s right, title and interest in and to the
Initial Ground Lease (42DP, in such capacity, “Master Tenant”) (among
other documents and interests), and pursuant to the provisions of the Initial
Ground Lease and the Assignment, the Assignment did not cause a merger of the
interests of Master Landlord and Master Tenant under the Initial Ground Lease,
which interests are and remain separate and distinct;


 


D.            The Initial Ground Lease was amended
and restated pursuant to Amended and Restated Agreement of Lease dated as of August 15,
2006 and recorded in the Office of the City Register on November 20, 2006
as CRFN 2006000644736 (the Initial Ground Lease, as so amended and restated,
and as may have been further amended and may hereafter be amended, assigned or
otherwise modified, the “Ground Lease”);


 


1

















 


E.             NYTB, as landlord, entered into
(among other agreements) that certain Agreement of Sublease (NYT) dated as of December 12,
2001 with NYT Real Estate Company LLC, a New York limited liability company (“NYT
Real Estate”), as tenant (as may have been amended, including by the Third
Amendment to the NYTC Sublease (as hereinafter defined), and as may hereafter
be amended, assigned or otherwise modified, the “NYTC Sublease”), a
memorandum of which was recorded October 24, 2003 as CRFN 2003000433125 in
the Office of the City Register, which NYTC Sublease leased the real estate and
interests described therein (collectively, the “NYTC Sublease Premises”)
to NYT Real Estate;


 


F.             Pursuant to the Assignment, NYTB
assigned to 42DP all of NYTB’s right, title and interest in and to the NYTC
Sublease (42DP, in such capacity, “Master Sublandlord”) (among other
documents and interests);


 


G.            Master Sublandlord and NYT Real
Estate have on the date hereof amended the NYTC Sublease pursuant to that
certain Third Amendment to Agreement of Sublease (NYT) (the “Third Amendment
to the NYTC Sublease”), which Third Amendment to the NYTC Sublease (i) is
intended to be duly recorded in the Office of the City Register prior hereto
and (ii) inter alia, removed from the NYTC
Sublease Premises a portion of the NYTC Collective Unit consisting of Units
21-A, 22-A, 23-A, 24-A, 25-A, 26-A and 27-A, together with their undivided
percentage interest in the Common Elements, as more particularly described in Exhibit A
annexed to such Third Amendment to the NYTC Sublease (such removed portion,
collectively, the “New NYTC Sublease Premises,” and such remaining
portion of the NYTC Sublease Premises covered by the NYTC Sublease, the “Remainder
NYTC Sublease Premises”);


 


H.            NYT Real Estate has on the date
hereof (but effective after the Third Amendment to the NYTC Sublease) assigned
its interest as tenant under the NYTC Sublease to 620 Eighth NYT (NY) Limited
Partnership, a Delaware limited partnership (“WPCarey”) pursuant to that
certain Assignment and Assumption of Sublease (the “WPCarey Assignment”);


 


I.              Master Sublandlord, as landlord,
has on the date hereof entered into that certain Agreement of Sublease (NYT-2)
with NYT Real Estate, as tenant (as assigned by the Assignment of the New NYTC
Sublease (as hereinafter defined), and as may hereafter be amended, assigned or
otherwise modified, the “New NYTC Sublease”), a memorandum of which is
intended to be duly recorded in the Office of the City Register prior hereto,
whereby Master Sublandlord leased the New NYTC Sublease Premises to NYT Real
Estate;


 


J.             NYT Real Estate has on the date
hereof assigned its interest as tenant under the New NYTC Sublease to NYT
Building pursuant to that certain Assignment and Assumption of Sublease, which
is intended to be duly recorded in the Office of the City Register prior hereto
(the “Assignment of the New NYTC Sublease”);


 


K.            WPCarey, as landlord, has on the
date hereof entered into that certain Lease Agreement  with
NYT Real Estate, as tenant (the “WPCarey Leaseback”),  a memorandum of which is intended to be duly recorded in
the Office of the City Register prior hereto, whereby WPCarey leased back to
NYT Real Estate the Remainder NYTC Sublease Premises;


 


2

















 


L.             NYT Real Estate, as landlord,
entered into that certain Company Lease Agreement dated as of December 1,
2001 with IDA, as tenant (as may have been amended and as may hereafter be
amended, assigned or otherwise modified, the “Company Lease”), whereby
NYT Real Estate leased the NYTC Sublease Premises to IDA;


 


M.           IDA, as landlord, entered into that
certain Lease Agreement dated as of December 1, 2001 with NYT Company, as
tenant (as may have been amended and as may hereafter be amended, assigned or
otherwise modified, the “IDA Space Sublease”);


 


N.            None of the rights, interests and
obligations of NYT Real Estate as landlord under the Company Lease, the IDA
Subleases and/or the Project Agreement (as defined in the IDA Subleases) are
being assigned to or assumed by WPCarey in connection with the WPCarey
Assignment or otherwise;


 


O.            NYT Real Estate and NYT Building now
wish to, by entering into this Agreement, acknowledge and agree that (i) the
New NYTC Sublease Premises remains part of the premises demised and leased to
IDA pursuant to the Company Lease, (ii) NYT Building is the new successor
landlord under the Company Lease with respect to the New NYTC Sublease
Premises, and will agree to abide by the terms thereof, and (iii) NYT Real
Estate remains the landlord under the Company Lease with respect to the
Remainder NYTC Sublease Premises; and


 


P.             NYT Real Estate, NYT Building and
WP Carey have requested that IDA (i) consent to the execution of the Third
Amendment to the NYTC Sublease, the New NYTC Sublease, the Assignment of the
New NYTC Sublease, the WPCarey Assignment and the WPCarey Leaseback
(collectively, the “Superior Lease Modification Documents”) by the
parties thereto and (ii) subordinate its interest in the Company Lease to
the WPCarey Leaseback, and IDA has agreed to so consent and subordinate
pursuant to the terms and provisions of this Agreement.


 


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


 


1.     Definitions.  All capitalized terms used herein without
definition shall have the meanings ascribed to them in the NYTC Sublease as in
effect on the date hereof.


 


2.     Consent of IDA.


 


IDA
hereby consents to the execution of the Superior Lease Modification Documents
by the parties thereto.


 


3.     Assumption by NYT Building.


 


Effective as of the date
hereof, NYT Real Estate hereby assigns to NYT Building all right, title and
interest of NYT Real Estate as landlord under the Company Lease (with respect
only to the New NYTC Sublease Premises), and NYT Building hereby assumes all rights, privileges
and obligations of NYT Real Estate under the Company Lease (with respect only
to 


 


3

















 


the New NYTC Sublease
Premises), with the same effect as if NYT Building had been an original
signatory to the Company Lease as a co-landlord with NYT Real Estate as to
their respective premises.  In
consideration of such assignment to and assumption by NYT Building, IDA hereby
releases NYT Real Estate from all obligations and liabilities under the Company
Lease (with respect only to the New NYTC Sublease Premises but retaining all
obligations and liabilities under the Company Lease with respect to the
Remainder NYTC Sublease Premises) from and after the date hereof.


 


4.     Subordination.  IDA, NYT Real Estate and NYT Company hereby agree that the Company Lease and
the IDA Space Sublease (in each case, with respect to the Remainder NYTC
Sublease Premises only) are and shall be subject and subordinate in lien (but
not subject and subordinate in respect of contractual rights and remedies) to
the WPCarey Leaseback.  In the event the
WP Carey Leaseback shall expire or terminate for any reason whatsoever (other
than in connection with the reacquisition by NYT Real Estate of the lessee’s
interest under the NYTC Sublease), the Company Lease and the IDA Space Sublease
(in each case, with respect to the Remainder NYTC Sublease Premises only) shall
automatically terminate, subject, however, to the survival of those obligations
of NYT Company stated in the IDA Space Lease to survive termination; provided,
further, that no such termination shall result in a release of NYT Real Estate
or NYT Company of any amounts which are due and payable to IDA or the
performance of any accrued obligation owing by NYT Real Estate or NYT Company.


 


5.     Ratification and Estoppel.


 


(a)           NYT Real Estate and IDA hereby ratify and confirm their
respective rights, privileges and obligations under the Company Lease with
respect to the Remainder NYTC Sublease Premises.  To each such party’s knowledge, the Company
Lease remains in full force and effect.


 


(b)           NYT Building and IDA hereby ratify and confirm their
respective rights, privileges and obligations under the Company Lease with
respect to the New NYTC Sublease Premises. 
To each such party’s knowledge, the Company Lease remains in full force
and effect.


 


(c)           IDA and NYT Company hereby ratify and confirm their respective rights,
privileges and obligations under the IDA Space Sublease.  To each such party’s knowledge, the IDA Space
Sublease remains in full force and effect.


 


6.     Recording.  The parties hereto agree that NYT Company
shall cause this Agreement to be recorded and that NYT Company shall pay any
transfer or similar taxes that may be payable as a result of this Agreement.


 


7.     No Recourse against IDA; Special Obligation.


 


(a)           The
obligations and agreements of the IDA contained herein shall be deemed the
special obligations and agreements of the IDA, and not of any member, director,
officer, agent or employee of the IDA, and no member, director, officer, agent
or employee of the IDA shall be liable personally hereon or be subject to any
personal liability by reason of any transaction contemplated hereby.


 


4

















 


(b)           The
obligations and agreements of the IDA contained herein shall not constitute or
give rise to an obligation of the State of New York or The City of New York or
any political subdivision of the State of New York and neither the State of New
York nor The City of New York or any political subdivision of the State of New
York shall be liable hereon, and, further, such obligations and agreements
shall not constitute or give rise to a general obligation of the IDA, but
rather shall constitute limited obligations of the IDA payable solely from the
amounts payable by NYT Company under the IDA Space Sublease.


 


8.     Miscellaneous.


 


(a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.


 


(b)           Each
party hereto warrants and represents to the other parties hereto that the
execution and delivery of this Agreement has been duly authorized by all
necessary action on the part of the representing party and that the person who
signs this Agreement on behalf of such party is duly authorized to do so.


 


(c)           All of the terms, covenants and
conditions hereof shall run with the land and shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and/or
assigns.


 


(d)           This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof and cannot
be changed, modified, waived or cancelled except by an agreement in writing
executed by the party against whom enforcement of such modification, change,
waiver or cancellation is sought.  This
Agreement may be executed in any number of counterparts and all of such
counterparts shall together constitute one and the same instrument.


 


[the remainder of this page is
intentionally blank]


 


5

















 


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


 


	
   

  	
  NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY, a New York public
  benefit corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NYT BUILDING
  LEASING COMPANY LLC,

  
	
   

  	
  a New York
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE NEW YORK
  TIMES COMPANY,

  
	
   

  	
  a New York
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


6

















 


ACKNOWLEDGMENTS


 


	
  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 of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that    he executed the same in h   
capacity, and that by h     signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  Commission
  Expires

  



 


 


	
  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 of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that  he executed the same in h  capacity, and
that by h     signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the
instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  Commission
  Expires

  



 


7

















 


	
  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 of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that  he executed the same in h  capacity, and
that by h     signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the
instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  Commission
  Expires

  



 


8

















 


CONSENT,
SUBORDINATION AND ASSUMPTION AGREEMENT


 


By and Among


 


NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY


 


and


 


NYT BUILDING
LEASING COMPANY LLC


 


and


 


THE NEW YORK TIMES
COMPANY


 


Premises:


 


Block:  1012


 


Lots: 1001, 1003,
and 1009 through 1035 (formerly part of Lot 1)


 


Address


 


620-628 8th Avenue


263-267 and
241-261 West 40th Street


242-244 West 41st Street


231-235 West 40th Street


248-256, 260-262
and 268 West 41st Street


634 and 630-632 8th Avenue


 


Borough of
Manhattan


County, City and
State of New York


 


 


RECORD AND RETURN
TO:


 


DLA Piper LLP (US)


1251 Avenue of the
Americas


New York, New York
10020

Attention:  Marc Hurel, Esq.


 


9
















 


EXHIBIT L


 


RECORDED AT THE
REQUEST OF

AND WHEN RECORDED MAIL TO:


 


Joseph M. Marger, Esq.


Reed Smith LLP


599 Lexington
Avenue, 29th Floor


New York, NY 10022


 


MEMORANDUM OF LEASE


 


THIS MEMORANDUM OF
LEASE, made as of the        day of March, 2009,
between 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership
(“Landlord”), having an address at 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”), having an address at 620 Eighth Avenue, New York,
New York 10018.


 


1.                                       Lease.  Landlord
has demised and let to Tenant pursuant to the terms and conditions of a Lease
Agreement dated as of the date hereof (the “Lease”), the terms and
conditions of which are incorporated herein as though set forth in full, all of
Landlord’s right, title and interest as lessee under that certain lease more
particularly described in Exhibit “A-1” (the “Severance Lease”),
including, without limitation, all of Landlord’s right, title and interest in
and to the leasehold condominium units (the “Condominium Units”) in The
New York Times Building Condominium (the “Condominium”) more
particularly described on Exhibit “A-2” annexed hereto and Landlord’s
undivided interest in the Condominium common elements appurtenant to the
Condominium Units (the “Common Elements”).  The parcel of land on which the Condominium
is located, as more particularly described in Exhibit “A-2”, is
hereinafter called the “Real Property”, and the building in which the
Condominium Units are located (i.e., 620 Eighth Avenue, New York, New York),
together with all other structures and improvements situated on, or affixed or
appurtenant to the Real Property, are collectively herein called the “Building”.  Such Landlord’s right, title and interest in
the Land, the Building, the Condominium Units and the Common Elements granted
to the Landlord pursuant to the Severance Lease and then subsequently leased by
the Landlord to the Tenant pursuant to the Lease shall be defined as the “Leased
Premises”.


 


2.                                       Original
Term.  Under the terms of the Lease, Tenant may have and hold the
Leased Premises, at the rental and upon the terms and conditions therein
stated, for an original term (the “Term”) commencing as of the date
hereof and ending at 11:59 p.m. (EST) on March 31, 2024 (the “Expiration
Date”).


 


3.                                       Renewal
Term(s).  Under the terms of the Lease, the Tenant shall have the option to extend the Term of the 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 required by the Lease 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


 


1

















 


essence with respect to the giving of such written notice.  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 (except that Tenant shall not have the right to any
additional Renewal Terms other than as aforesaid).  Tenant also shall have the option to extend the Term of the Lease with respect to only a
portion of the Leased Premises, subject to the terms and conditions more
particularly set forth in the Lease.


 


4.                                       Right
of First Offer to Purchase.  If Landlord decides to offer the
Leased Premises for sale to any third party, Landlord shall offer Tenant such
right first, subject to the terms and conditions more particularly set forth in
the Lease.


 


5.                                       Option
to Purchase.   Tenant has the right to purchase the Leased
Premises from the Landlord, subject to the terms and conditions more
particularly set forth in the Lease.


 


6.                                       No
Responsibility for Liens.  NOTICE IS HEREBY GIVEN THAT LANDLORD
SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE
FURNISHED TO TENANT, OR TO ANYONE HOLDING 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.


 


7.                                       Purpose
and Intention.  This Memorandum of Lease is executed for the
purpose of recordation in the Office of the City Register of New York County,
New York, in order to give notice of all of the terms, provisions and
conditions of the Lease and is not intended, and shall not be construed, to
define, limit or modify the Lease.  The
leasehold estate created and conveyed hereby with respect to the Leased
Premises is intended to be one and the same estate as was created with respect
to the Leased Premises by the Lease and further is intended to be governed in
all respects solely by the Lease and all of the provisions thereof.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


2

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Memorandum of Lease 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:

  	
   

  
	
   

  	
  Name:

  	
  Jason E. Fox

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  NYT REAL ESTATE COMPANY LLC,

  
	
   

  	
  a New York limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kenneth
  A. Richieri

  
	
   

  	
  Title:

  	
  Manager

  
						



 


3

















 


	
  STATE
  OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
   

  	
  )

  



 


On the          day of March,
in the year 2009, before me, the undersigned, personally appeared Jason E. Fox,
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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


 


	
  STATE
  OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
   

  	
  )

  



 


On the          day of March,
in the year 2009, before me, the undersigned, personally appeared Kenneth A.
Richieri, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


Notary
Page to Memorandum of Lease


 


4

















 


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”).


 


Memorandum of Lease


 


5

















 


EXHIBIT
A-2


 


LEGAL DESCRIPTION


 


The
Condominium Units (hereinafter called the “Units”) in the building
(hereinafter called the “Building”) known as The New York Times Building
Condominium and by the street address 620 Eighth Avenue, Borough of Manhattan,
City, County and State of New York, said Units being designated and described
as set forth on Schedule 1 herein and in that
certain declaration, dated as of August 4, 2006, made by The New York
Times Building LLC under the Condominium Act of the State of New York (Article 9-B
of the Real Property Law of the State of New York) establishing condominium
ownership of the Building and the land (hereinafter called the “Land”)
upon which the Building is situate (which Land is more particularly described
below and by this reference made a part hereof), which declaration was recorded
in the New York County Office of the Register of The City of New York (the “City
Register’s Office”) on August 15, 2006, as CRFN 2006000460293, as
amended by CRFN 2006000460293 and CRFN 2008000008734 (which Declaration, and
any amendments thereto, are hereinafter collectively called the “Declaration”).
The Units are also designated as Tax Lot Nos. as set forth on Schedule 1
herein, in Block 1012 of Section 4 of the Borough of Manhattan on the Tax
Map of the Real Property Assessment Bureau of The City of New York and on the
floor plans of the Building certified by Daniel Kaplan, approved by the Real
Property Assessment Bureau of The City of New York on August 13, 2006 and
filed as Condominium Plan No. 1595 on August 15, 2006 in the City
Register’s Office as Map No. CRFN 2006000460294 and on Map No. CRFN
2007000124167 on March 7, 2007, TOGETHER with an undivided percentage
interest as set forth in Schedule 1
herein in the Common Elements (as such term is defined in the Declaration) of
The New York Times Building Condominium;


 


The
Land upon which the Building containing the Units is erected is more
particularly described 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.


 


Memorandum of Lease


 


6

















 


Schedule 1


 


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

  	
  %

  



 


Memorandum of Lease


 


7
















 


EXHIBIT
M


 


NYT
SUBLEASE AGREEMENT


 


OPERATING
LEASE


 


This OPERATING LEASE (the
“Lease”), made as of March       , 2009, by
and between NYT REAL ESTATE COMPANY LLC, a New York limited liability company,
having an address at 620 Eighth Avenue, New York, New York 10018 (“Landlord”),
and THE NEW YORK TIMES COMPANY, a New York
corporation, having an office at Eighth Avenue, New York, New York 10018
(“Tenant”).


 


W I T N E S S E T H :


 


WHEREAS, pursuant to that
certain Lease Agreement, dated as of even date herewith, (the “Overlease”)
a copy of which is attached hereto as Exhibit A, 620 EIGHTH NYT
(NY) LIMITED PARTNERSHIP (“Overlandlord”) has leased to Landlord: (a) the
leasehold condominium unit 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 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 in
the Overlease) 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 in the
Overlease) (collectively, the “Improvements”), and (c) the
fixtures, machinery, equipment and other property 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, as such term is defined in
the Overlease (collectively, the “Equipment”, and together with the
Building and the Improvements, the “Premises”), which Prime Premises is
more particularly depicted on Exhibit B attached hereto and made a
part hereof; and


 


WHEREAS, Tenant desires
to lease from Landlord, and Landlord is willing to lease to Tenant, the entire
Premises (the “Leased Premises”) effective upon the Commencement Date
(as hereinafter defined), on the terms and conditions hereinafter set forth.


 


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


 


1.             Lease
of the Premises. For the rent and upon the terms and conditions set forth
herein, Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord,


 


1

















 


the
Leased Premises, upon and subject to all of the terms, covenants and conditions
hereinafter set forth.


 


2.             Term.  The term (the “Term”) of this Lease
shall commence, and Landlord shall deliver possession of the Leased Premises to
Tenant, on the date hereof (the “Commencement Date”) and shall expire
automatically upon the earlier of (i) March 30, 2024 or (ii) the
expiration or earlier termination of the Overlease, as the same may be extended
pursuant thereto (the date of such expiration or earlier termination, “Expiration
Date”), unless sooner canceled or terminated pursuant to any of the
conditions or covenants of this Lease or pursuant to law.


 


3.             Condition
of the Premises.  Tenant shall accept
the Leased Premises in its “as-is” condition as of the Commencement Date.  Tenant expressly acknowledges and agrees that
Landlord has made no representations with respect to the Leased Premises and is
not obligated to make repairs or to perform any work at the Leased Premises.


 


4.             Fixed
Rent.


 


(a)           Tenant
shall pay to Landlord as rent hereunder the “Rent”, as such term is defined in
the Overlease, on the same terms and amounts as set forth in Paragraph 6 of the
Overlease (the “Rent”).


 


(b)           If
the Term of this Lease shall expire on a day other than the last day of a
calendar month, the Rent for such calendar month shall be pro-rated as provided
in the Overlease.


 


5.             Additional
Rent.


 


(a)           In
addition to Rent provided for above, Tenant agrees to pay any and all third
party expenses that Landlord has agreed to pay in the Overlease (“Additional
Rent”).


 


(b)           In
addition to the Rent and Additional Rent provided for above, Tenant agrees to
pay all Tenant PILOT payments, Condominium Expenses, Escrow Charges and any
other Impositions (all as defined in the Overlease) (collectively, “Impositions”)
that Landlord has agreed to pay in the Overlease.


 


(c)           All
amounts payable by Tenant to Landlord pursuant to this Lease, including,
without limitation, Rent, Additional Rent and any Impositions, shall be deemed
to be and shall constitute rent for all purposes hereunder and, in the event of
any


 


2

















 


non-payment
thereof, Landlord shall have all of the rights and remedies provided herein, at
law or in equity for non-payment of rent.


 


6.             Use
of Leased Premises.  The Leased
Premises shall be used and occupied only for those uses permitted pursuant to
Paragraph 4 of the Overlease.  Tenant
shall not use the Leased Premises for any other use or purpose whatsoever.


 


7.             Improvements
and Alterations.


 


(a)           Tenant
shall not make, or cause to be made, any repairs, replacements, alterations,
improvements or additions in or to the Leased Premises except as provided in
Paragraph 13 of the Overlease.  Such consent,
such repairs, replacements, alterations, improvements or additions shall be
performed in a good workmanlike manner, and must be made in accordance with all
applicable provisions of the Overlease and all applicable legal and insurance
requirements, including but not limited to, Tenant obtaining all required
governmental approvals, permits and licenses required to perform such work, and
Tenant paying to Overlandlord all costs due and owing to Overlandlord pursuant
to Paragraphs 12 and 13 of the Overlease. 
Tenant shall not make any repairs, alterations, additions or
improvements or perform any work to or on the Leased Premises unless, prior to
the commencement of such work, Tenant shall obtain or cause to be obtained (and
during the performance of such work keep in force or cause to be kept in force)
all insurance required by the Prime Lease during the time of such work, the
amount and terms of which shall be in accordance with the Overlease.  The terms of the Overlease shall govern the
extent to which repairs, replacements, alterations, additions and improvements
made by Tenant to the Leased Premises (or any portion thereof), whether
temporary or permanent in character, become Overlandlord’s property and are to
remain upon the Leased Premises at the termination of this Lease.


 


(b)           Tenant
hereby covenants to maintain the Leased Premises in accordance with the terms
of Paragraph 12 of the Overlease.


 


(c)           Notwithstanding
any provision to the contrary contained in this Lease or the Overlease, Tenant
hereby specifically acknowledges and agrees that it will make, at its sole cost
and expense, all alterations, additions, repairs and improvements to the Leased
Premises as are necessary to comply with applicable law to the extent Landlord
is so obligated under the Overlease.


 


8.             Surrender
and Restoration of the Leased Premises. 
The terms of the Overlease shall govern the obligations of Tenant with
respect to the required condition of the Leased Premises upon the Expiration
Date.


 


3

















 


9.             Subordination
to the Overlease; Non-attornment.


 


(a)           This
Lease and all of Tenant’s rights hereunder are and shall remain in all respects
(i) subject and subordinate to all of the terms, provisions, covenants,
stipulations, conditions and agreements of the Overlease, (ii) any and all
amendments to the Overlease or supplemental agreements relating thereto
hereafter made between Overlandlord and Landlord and (ii) any and all
matters to which the tenancy of Landlord, as tenant under the Overlease, is or
may be subordinate.  In furtherance of
the foregoing, Tenant shall not take any action or do or permit to be done
anything which (i) is or may be prohibited by Landlord, as tenant under
the Overlease, (ii) might result in a violation of or default under any of
the terms, covenants, conditions or provisions of the Overlease or any other
instrument to which this Lease is subordinate, or (iii) would result in
any additional cost or other liability to Landlord.  This clause shall be self-operative and no
further instrument of subordination shall be required, but Tenant shall execute
promptly any certificate confirming such subordination that Landlord or
Overlandlord may request.  In the event
of any inconsistency between this Lease and the Overlease, such inconsistency
shall be resolved in favor of that obligation which is more onerous to Tenant
or that restriction which is more restrictive of Tenant, as the case may
be.  In the event the Overlease is
cancelled or terminated, this Lease shall automatically terminate and Tenant
shall have no obligation to and shall not attorn to or recognize Prime Landlord
as the landlord hereunder.


 


10.           Tenant’s
Obligations.  Except as specifically
set forth herein to the contrary, all acts to be performed by, and all of the
terms, provisions, covenants, stipulations, conditions, obligations and
agreements to be observed by Landlord, as tenant under the Overlease, shall, to
the extent that the same relate to the Leased Premises, be performed and
observed by Tenant.


 


11.           Landlord’s
Obligations.  Landlord shall provide
such services as reasonably requested by Tenant, and Tenant shall reimburse
Landlord for the cost of such services.


 


12.           Covenants
with respect to the Overlease.  In
the event that Tenant shall be in default of any term, provision, covenant,
stipulation, condition, obligation or agreement of, or shall fail to honor any
obligation under, this Lease, Landlord, on giving the notice required by the
Overlease and subject to the right, if any, of Tenant to cure any such default
within any applicable grace period provided in the Overlease, shall have
available to it all of the remedies Landlord at law or in equity.  In no event shall Tenant be entitled to an
abatement of Rent hereunder unless Landlord receives a corresponding abatement
under the Overlease.


 


13.           Broker.  Landlord
and Tenant each represent and warrant to each other that neither it nor its
officers or agents nor anyone acting on its behalf has dealt with any real
estate broker in connection with the consummation of this Lease.


 


4

















 


14.           Termination
of the Overlease.  If the term of the
Overlease is terminated by Overlandlord prior to the expiration date set forth
therein, then this Lease shall immediately terminate and Landlord shall not be
liable to Tenant by reason thereof.


 


15.           Approvals
or Consents.  In all provisions of
the Overlease requiring the approval or consent of Overlandlord, Tenant shall
be required to obtain the express written approval or consent of Landlord,
which consent shall be subject to the approval or consent of Overlandlord,
pursuant to the Overlease.  If Landlord
shall give its consent to any request made by Tenant then Landlord hereby
agrees to promptly furnish to Overlandlord copies of such request for consent
or approval received from Tenant.  If
Overlandlord shall refuse to give its consent or approval to any request made
by Tenant then Landlord’s refusal to give its consent or approval to such
request shall be deemed to be reasonable.


 


16.           Assignment
and Subletting.  Notwithstanding
anything to the contrary contained herein, Tenant, for itself, its successors
and assigns, expressly covenants that it shall not assign (whether by operation
of law or otherwise), pledge or otherwise encumber this Lease, or sublet all or
any portion of the Leased Premises except an assignment in conjunction with an
assignment of the Overlease or as otherwise consented to by Landlord.  Landlord reserves the right to transfer and
assign its interest in and to this Lease to any entity or person as permitted
in the Overlease.


 


17.           End
of Term.  Tenant acknowledges that
possession of the Leased Premises must be surrendered to Landlord on the
Expiration Date or earlier termination of this Lease, in the same condition as
set forth in Paragraph 8 hereof. 
Tenant agrees to indemnify Landlord against and hold Landlord harmless
from, any and all liabilities, losses, obligations, damages, penalties, claims,
costs and expenses (including, without limitation, attorneys’ fees and other
charges) which are paid, suffered or incurred by Landlord as a result of the
failure of, or the delay by, Tenant in so surrendering the Leased Premises,
including, without limitation, any claims made by Overlandlord or any
succeeding tenant founded on such failure or delay.  The provisions of this Paragraph 19
shall survive the Expiration Date or earlier termination of the Overlease.


 


18.           Insurance,
Destruction, Fire and other Casualty; Condemnation.


 


(a)           Tenant
will provide on or before the Commencement Date and to keep in force during the
Term for the benefit of Landlord and Overlandlord the same insurance required
by the provisions of Paragraph 16 of the Overlease.


 


(b)           In
the event of fire, other casualty, or condemnation, he provisions of the
Overlease shall govern.


 


19.           Notices.  Any notice, request or demands (“Notice”)
permitted or required to be given by the terms and provisions of this Lease, or
by any law or governmental 


 


5

















 


regulation,
either by Landlord or Tenant, shall be in writing and deemed to have been given
and received when delivered in person or by Federal Express or other reliable
nationally recognized 24-hour delivery service by the United States mail, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party as follows:


 


(a)           To
Landlord:


 


c/o The New York Times Company


620 Eighth Avenue


New York, New York 
10018


Attention: 
General Counsel and CEO (in separate envelopes)


 


with a copy to


 


DLA Piper LLP (US)


1251 Avenue of the Americas


New York, New York 
10020


Attention: 
Martin D. Polevoy, Esq.


 


(b)           To
Tenant:


 


The New York Times Company


620 Eighth Avenue


New York, New York 
10018


Attention: 
General Counsel and CEO (in separate envelopes)


 


with a copy to:


 


DLA Piper LLP (US)


1251 Avenue of the Americas


New York, New York 
10020


Attention: 
Martin D. Polevoy, Esq.


 


or to such other address as designed by notice from
Overlandlord, Landlord or Tenant to Overlandlord, Landlord and/or Tenant as
applicable.


 


20.           Miscellaneous.


 


(a)           The
provisions of this Lease shall be governed and interpreted in accordance with
the laws of the State of New York without regard to the conflicts of law
principles thereof.


 


6

















 


(b)           The
paragraph headings in this Lease are inserted only as a matter of convenience
for reference and are not to be given any effect in construing this Lease.


 


(c)           If
any of the provisions of this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such provision or provisions to persons or
circumstances other than those as to whom or which it is held invalid or
unenforceable, shall not be affected thereby, and every provision of this Lease
shall be valid and enforceable to the fullest extent permitted by law.


 


(d)           All
of the terms and provisions of this Lease shall be binding upon and inure to
the benefit of the parties hereto and, subject to the provisions of Paragraph
19 hereof, their respective successors and assigns.


 


(e)           Landlord
has made no representations, warranties or covenants to or with Tenant with
respect to the subject matter of this Lease except as expressly provided herein
and all prior negotiations and agreements, written or oral, relating thereto
are merged into this Lease.  This Lease
may be not be amended or terminated, in whole or in part, nor may any of the
provisions be waived, except by a written instrument executed by the party
against whom enforcement of such amendment, termination or waiver is sought.


 


(f)            Landlord
and Tenant each shall and hereby does waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matter whatsoever arising out of or in any way connection with
this Lease, the relationship of Landlord and Tenant and/or Tenant’s use or
occupancy of the Leased Premises.


 


(g)           Landlord
and Tenant agree that neither this Lease nor any memorandum thereof shall be
recorded.


 


(h)           This
Lease does not create, and shall not be construed as intending to create, any
relationship, in privity or otherwise, between Overlandlord and Tenant and
Overlandlord is not intended to be a third party beneficiary of this Lease.


 


7

















 


IN WITNESS WHEREOF, this
Lease has been duly executed as of the day and year first above written.


 


 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  NEW
  YORK TIMES COMPANY, a New

  York corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


8

















 


Exhibit B


 


PRIME
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,


 


9

















 


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.


 


10

















 


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

  	
  %

  



 


11
















 


EXHIBIT N


 


WRAP
MORTGAGE




 





 


WRAP-AROUND MORTGAGE, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING


 


Dated:  March      ,
2009


 


among


 


NYT REAL ESTATE COMPANY LLC,


a New York limited liability company


 


with an address at:


 


c/o The New York Times Company


620 Eighth Avenue


New York, New York 10018


(the “Borrower”)


 


AND


 


NEW YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A/ EMPIRE STATE
DEVELOPMENT CORPORATION,


a corporate governmental agency of the State of New York constituting a
political subdivision and public benefit corporation


 


with an address at:


633 Third Avenue


New York, New York 10017


(“ESDC”), as co- mortgagee,


 


AND


 


620 EIGHTH NYT (NY) LIMITED PARTNERSHIP,


a Delaware limited partnership


 


with an address at:


c/o W.P. Carey & Co. LLC


50 Rockefeller Plaza


New York, New York 10020


Attn.:  Director, Asset
Management


(the “Lender”) , as co- mortgagee,


 


1

















 


The land affected by the within instrument lies in:


 


	
   

  	
  Block:

  	
  1012

  	
   

  	
   

  
	
   

  	
  Lots:

  	
  1001, 1003, 1009 through 1027, and 1035 (formerly part of
  Lot 1)

  
	
   

  	
  Addresses:

  	
  620-628 8th Avenue,

  	
   

  	
   

  
	
   

  	
   

  	
  263-267 and 241-261 West 40th Street,

  	
   

  	
   

  
	
   

  	
   

  	
  242-244 West 41st Street,

  	
   

  	
   

  
	
   

  	
   

  	
  231-235 West 40th Street,

  	
   

  	
   

  
	
   

  	
   

  	
  248-256, 260-262 and 268 West 41st Street

  	
   

  	
   

  
	
   

  	
   

  	
  634 and 630-632 8th Avenue,

  	
   

  	
   

  
	
   

  	
   

  	
  New York, New York

  	
   

  	
   

  
	
   

  	
  County:

  	
  New York

  	
   

  	
   

  
						





 





 


RECORD AND RETURN TO:


 


Reed Smith LLP


599 Lexington Avenue, 29th Floor


New York, New York 10022


Attn:  Joseph M.
Marger, Esq.


 


2

















 


WRAP-AROUND MORTGAGE, ASSIGNMENT
OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING


 


THIS
WRAP-AROUND MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (herein “Instrument”)
is made this        day of March, 2009 (the “Effective Date”), among NYT REAL
ESTATE COMPANY LLC, a New York limited liability company, whose address is c/o
The New York Times Company, 620 Eighth Avenue, New York, New York 10018 (herein
“Borrower”), NEW YORK STATE URBAN
DEVELOPMENT CORPORATION, D/B/A/ EMPIRE STATE DEVELOPMENT CORPORATION, a
corporate governmental agency of the State of New York constituting a political
subdivision and public benefit corporation, having an office at 633 Third
Avenue, New York, New York 10017 (“ESDC”) as
co- mortgagee, and 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited
partnership, whose address is c/o W.P. Carey & Co. LLC, 50 Rockefeller
Plaza, New York, New York 10020, as co-mortgagee (herein “Lender”).


 


This
Instrument is made in connection with the loan (the “Loan”)
evidenced by the Lease Agreement (as defined in paragraph 1
below).


 


ESDC
(i) is acting under this Instrument as co-mortgagee solely for the purpose
of making available to Borrower an exemption from mortgage recording tax in
recognition of the fact that this is necessary to make the Lease Agreement
financially feasible, (ii) has no beneficial interest in or discretionary
authority whatsoever as co-mortgagee hereunder or under any Loan Documents (as
hereinafter defined) and pursuant to the provisions of paragraph
40.14 of this Instrument, effective immediately after the recording
of this Instrument, is resigning as co-mortgagee and assigning to Lender, all
of its right, title and interest in and to this Instrument and (iii) has
no obligations, responsibilities or liabilities whatsoever under this
Instrument and/or any other Loan Documents other than to (x) record this
Instrument in the City Register’s Office and (y) perform its obligations
under paragraph 40.14 of this Instrument.


 


Capitalized
terms used herein but not otherwise defined shall have the respective meanings
assigned to such terms in the Lease Agreement.


 


Borrower,
in consideration of good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, and in order to secure the
obligations described in paragraph 1
below, irrevocably mortgages, warrants, grants, conveys and assigns to Lender
and its successors and assigns, forever, all of Borrower’s estate, right,
title, interest, claim and demand in and to the property in the County of New
York, State of New York, known as consisting of certain leasehold condominium
units in the property known as 620-628 8th Avenue, 263-267 and 241-261 West
40th Street, 242-244 West 41st Street, 231-235 West 40th Street, 248-256,
260-262 and 268 West 41st Street, 634 and 630-632 8th Avenue, New York, New
York (which address is provided for reference only and shall in no way limit
the description of the real and personal property otherwise described below),
described as follows, whether now existing or hereafter acquired (all of the
property described in all parts below is called the “Property”):


 


(A)          Condominium Units.  The leasehold condominium units and undivided
interest in the Condominium common elements appurtenant thereto all as more
particularly described in Exhibit “A” attached hereto
(collectively, the “Unit”), all
located in the building 


 


3

















 


known
as “The New York Times Building” having a street address of 620 Eighth Avenue,
New York, New York (the “Building”).  The land upon which the Building is
constructed and which constitutes a part of the Condominium is herein referred
to as the “Land”; and


 


(B)           Leasehold.  The leasehold estate created by the Severance
Lease (the “Severance Lease”) described on
Exhibit “B” attached hereto; any and all options to purchase,
rights of first refusal and renewal options with respect to the Severance Lease
or any real or personal property covered thereby, or any portion thereof or any
interest therein; any and all greater estate in such real or personal property
(including but not limited to the fee estate) as may subsequently be acquired
by or released to Borrower, whether under the Severance Lease or otherwise; any
and all interest, estate and other claims, both in law and equity, that
Borrower now has or may hereafter acquire in and to any such real or personal
property; and any and all other rights and interests of Borrower arising under
or as a result of the Severance Lease; and


 


(C)           Improvements, Appurtenances and
Fixtures.  All Appurtenances
(hereinafter defined) 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”).  All 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 Borrower’s Personal Property (hereinafter defined); and


 


(D)          Enforcement and Collection.  Any and all rights of Borrower without
limitation to make claim for, collect, receive and receipt for any and all
rents, income, revenues, issues, earnest money, deposits, refunds (including
but not limited to refunds from property taxing authorities, utilities and
insurers), royalties, and profits, including mineral, oil and gas rights and
profits, insurance proceeds of any kind (whether or not Lender requires such
insurance and whether or not Lender is named as an additional insured or loss
payee of such insurance), condemnation awards and other moneys, payable or
receivable from or on account of any of the Property, including interest
thereon, or to enforce all other provisions of any other agreement (including
those described in (B) above) affecting or relating to any of the
Property, to bring any suit in equity, action at law or other proceeding for
the collection of such moneys or for the specific or other enforcement of any
such agreement, award or judgment, in the name of Borrower or otherwise, and to
do any and all things that Borrower is or may be or become entitled to do with
respect thereto, provided, however, that no obligation of Borrower under the
provisions of any such agreements, awards or judgments shall be impaired or
diminished by virtue hereof, nor shall any such obligation be imposed upon
Lender; and


 


(E)           Accounts and Income.  Any and all rights of Borrower in any and all
accounts, rights to payment, contract rights, chattel paper, documents,
instruments, licenses, contracts, agreements and general intangibles relating
to any of the Property; and


 


(F)           Leases.  All of Borrower’s rights as landlord in and
to all existing and future leases and tenancies, whether written or oral and
whether for a definite term or month to month or otherwise, now or hereafter
demising all or any portion of the Property, including all renewals and
extensions thereof and all rents, deposits and other amounts received or
receivable thereunder, and including all guaranties, supporting obligations,
letters of credit (whether tangible or electronic) 


 


4

















 


and
letter of credit rights guaranteeing or supporting any such lease or tenancy
(in accepting this Instrument Lender assumes no liability for the performance
of any such lease); and


 


(G)           Books and Records.  All tradenames, trademarks, servicemarks,
logos, copyrights, goodwill, books and records and all other general
intangibles relating to or used in connection with the operation of the
Property, but specifically excluding Borrower’s Personal Property; and


 


(H)          Proceeds.  All proceeds resulting or arising from the
foregoing.


 


PROVIDED,
HOWEVER, that the term “Property” shall exclude the following which shall not
be subject to the lien of this Instrument:


 


(i)          Any existing cause of action, or
damage claim, of or against Borrower;


 


(ii)         All rights and interests of Borrower
with respect to any amounts due Borrower with respect to the Property and
arising prior to the Effective Date (including but not limited to, tax refunds,
casualty or condemnation proceeds, utility deposits, rents or other income from
the Property) to the extent attributable to periods prior to the Effective
Date;


 


(iii)        All rights and interests of Borrower
with respect to and appurtenant to the condominium units comprising Floors 21
through 27 of the Building and their respective undivided interest in the
Condominium common elements (the “Excluded Units”);


 


(iv)        All trademarks, tradenames, logos and
other intellectual property rights relating to The New York Times Company and
its subsidiaries and affiliates and/or related media groups; and


 


(v)           All right, title and interest of
Borrower in and to that certain (i) NYTC Facility Maintenance and
Management Agreement relating to the Condominium Units and the Excluded Units
between Borrower and First New York Partners Management, LLC dated as of January 4,
2007, and (ii)  that certain Management Agreement relating to the Excluded
Units between Borrower and First New York Partners Management, LLC dated as of April     ,
2008.


 


Borrower
covenants that Borrower is lawfully seized of the estate hereby conveyed and
has the right to mortgage, grant, convey and assign the Property (and that the
Severance Lease is in full force and effect without modification and without
default on the part of either lessor or lessee thereunder), that the Property
is unencumbered, and that Borrower will warrant and defend generally the title
to the Property against all claims and demands, subject to any Permitted
Encumbrances (hereinafter defined).


 


As
used herein, the following terms shall have the following meanings:


 


“Appurtenances” shall mean all
tenements, hereditaments, easements, rights-of-way, rights, privileges in and
to the Building or the Land, including (a) easements over other lands
granted by any conditions, covenants, restrictions, easements, declarations,
licenses and other 


 


5

















 


agreements
as may now or hereafter affect the Property, (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, the
Severance Lease and/or the Ground Lease (hereinafter defined).


 


“Borrower’s Personal Property” shall
mean all furniture, furnishings equipment and other personal property of
Borrower, 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 Borrower or a sublessee of Borrower or other occupant of the
Property; provided that in no case shall Borrower’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 Property.


 


“Condominium Documents” shall mean
collectively, (i) the Declaration (hereinafter defined), and all the terms
and provisions thereof, and (ii) the Bylaws (hereinafter defined) and (iii) any
rules or regulations adopted under the 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.


 


“Ground Lease” shall mean that
certain Agreement of Lease, dated as of December 12, 2001, between 42nd
Street Development Project, Inc., as landlord, and The New York Times
Building LLC, as tenant with respect to certain land more particularly
described in Exhibit “A” attached hereto as the land area of the
Condominium and all improvements then or thereafter located thereon, as
evidenced by Memorandum of Agreement of Lease, including an Option to Purchase,
between 42nd Street Development Project, Inc. and The New York Times
Building LLC, dated December 12, 2001, recorded in the Office of the City
Register, New York County on October 24, 2003 as CRFN 2003000433122, as
amended by Letter Agreement dated April 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), as further amended by
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 August 15, 2006 and recorded in the Office of the
City Register, New York County on November 20, 2006 as CRFN 2006000644732,
and as further amended by 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 August 15, 2006 and
recorded in the Office of the City Register, New York County on November 20,
2006 as CRFN 2006000644736 and further amended by First Amendment to Amended
and Restated Agreement of Lease dated January 29, 2007 and recorded in the
Office of the City Register, New York County as CRFN 2007000100154, as the same
may be amended from time to time.


 


“Permitted Encumbrances” shall mean
the Permitted Encumbrances as defined in the Lease Agreement together with the
Underlying Note (hereinafter defined) and the Underlying Mortgage (hereinafter
defined).


 


Borrower
covenants with and represents and warrants to Lender as follows:


 


6

















 


1.             SECURED
OBLIGATIONS.  This Instrument is given for the purpose of
securing the following (the “Secured Obligations”):


 


(A)          Performance and Payment.  The performance of the obligations contained
herein and the payment and performance of all obligations pursuant to the terms
of a lease agreement of even date herewith made by Borrower in favor of Lender
and any and all extensions, renewals, modifications or replacements thereof,
whether the same be in greater or lesser amounts (the “Lease
Agreement”).  Borrower
shall pay and perform all obligations contained in the Lease Agreement at the
time and in the manner provided in the Lease Agreement and in this Instrument.  Borrower will duly and punctually perform all
of the covenants, conditions and agreements contained in the Lease Agreement,
this Instrument and the other Loan Documents (as defined below) all of which
covenants, conditions and agreements are hereby made a part of this Instrument
to the same extent and with the same force as if fully set forth herein.


 


(B)           Future Advances.  The repayment of any and all sums advanced or
expenditures made by Lender subsequent to the execution of this Instrument and
after an Event of Default for the maintenance or preservation of the Property
or advanced or expended by Lender pursuant to any provision of this Instrument
or the other Loan Documents, together with interest thereon.


 


(C)           Other Amounts.  All other obligations and amounts now or
hereafter owing by Borrower to Lender under this Instrument, the Lease
Agreement, that certain Assignment and Assumption of Severance Agreement of
even date between Borrower and Lender or any other document, instrument or
agreement evidencing, securing or otherwise relating to the Loan and any and
all extensions, renewals, modifications or replacements of any thereof
(collectively, the “Loan Documents”);
provided, however, that this Instrument does not and shall not in any event be
deemed to, secure the obligations owing to Lender any guaranty of the Loan.


 


2.             FUNDS FOR TAXES,
INSURANCE AND OTHER CHARGES.  Borrower shall cause to be paid all
Impositions and insurance premiums now or hereafter levied or assessed or
imposed against the Property or any part thereof as provided in the Lease
Agreement, and subject to Borrower’s right to contest set forth in Paragraph 14
of the Lease Agreement.  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 the Lease Agreement or the Condominium Documents, upon the written
request of Landlord, Borrower shall pay into an escrow account controlled by
Landlord (or Lender, as the case may be), funds necessary to pay Escrow Charges
in accordance with the terms of Paragraph 9(b) of the Lease Agreement.


 


3.             WAIVER OF NOTICE. 
Borrower shall not be entitled to any notices of any nature whatsoever
from Lender except with respect to matters for which this Instrument or the
Lease Agreement specifically and expressly provides for the giving of notice by
Lender to Borrower and except with respect to matters for which Lender is
required by applicable law to give notice, and Borrower hereby expressly waives
the right to receive any notice from Lender with respect to any matter for
which this Instrument or the Lease Agreement do not specifically and expressly
provide for the giving of notice by Lender to Borrower.


 


7

















 


4.             CHARGES; LIENS.  Borrower shall pay all rents, taxes, assessments, premiums, and
Impositions attributable to the Property as provided in and subject to the
Lease Agreement.  Borrower shall promptly
discharge any lien which has, or may have, priority over or equality with, the
lien of this Instrument, and Borrower shall pay, when due, the claims of all
persons supplying labor or materials to or in connection with the Property, all
to the extent provided in the Lease Agreement. 
Without Lender’s prior written permission, Borrower shall not allow any
lien inferior to this Instrument to be perfected against the Property.


 


5.             HAZARD INSURANCE. 
Borrower, at its sole cost and expense, shall maintain or cause to be
maintained insurance with respect to the Property for the mutual benefit of
Borrower and Lender (and any other person) as required by Paragraph 16 of the
Lease Agreement.  If the Property shall
be damaged or destroyed, in whole or in part, by fire or other casualty (an “Insured Casualty”), Borrower shall,
to the extent required under Paragraphs 17, 18 and 19 of the Lease Agreement,
promptly repair, replace or rebuild the Property in accordance with, and all
amounts paid with respect to such Insured Casualty under all insurance policies
maintained by Borrower shall be governed by, the terms and conditions of
Paragraphs 17, 18 and 19 of the Lease Agreement. The expenses incurred by
Lender in the adjustment and collection of insurance proceeds shall become part
of the Secured Obligations and shall be secured hereby and shall be reimbursed
by Borrower to Lender in accordance with the terms of the Lease Agreement.  Any adjustment, settlement or compromise of
any claims associated with an Insured Casualty is subject to the terms of
Paragraph 17 of the Lease Agreement. 
Notwithstanding any casualty occurring at all or any portion of the
Property, subject to the terms of Paragraphs 17, 18 and 19 of the Lease
Agreement, Borrower shall continue to pay the Secured Obligations at the time
and in the manner provided for its payment in the Lease Agreement.  The application of any claims associated with
an Insured Casualty shall be governed by Paragraphs 17, 18 and 19 of the Lease
Agreement.


 


6.             PRESERVATION AND
MAINTENANCE OF PROPERTY; LEASEHOLDS.  Borrower shall comply with its
maintenance and repair obligations with respect to the Property under the Lease
Agreement.  Borrower shall not be
permitted to make any alterations to the Property except as provided in the
Lease Agreement.


 


Borrower
(i) shall comply with the provisions of the Severance Lease, (ii) shall
give immediate written notice to Lender of any default by lessor under the
Severance Lease or of any notice received by Borrower from such lessor of any
default under the Severance Lease by Borrower, and (iii) shall give
immediate written notice to Lender of the commencement of any proceedings for
the exercise of remedies under the Severance Lease by any party thereto and, if
required by Lender, shall permit Lender as Borrower’s attorney-in-fact to control
and act for Borrower in any such proceedings.


 


Borrower
hereby expressly transfers and assigns to Lender the benefit of all covenants
contained in the Severance Lease, whether or not such covenants run with the
land; provided, however, pursuant to and in accordance with the terms of
Paragraph 4(c) of the Lease Agreement, the Borrower shall be entitled to
exercise, and shall continue to be bound by, certain rights and obligations
with respect to the Severance Lease.


 


Except
to the extent provided in Paragraph 4(c) of the Lease, Borrower shall not
surrender its right, title or interest in the Severance Lease and interests
herein conveyed (the “Severance Leasehold Estate”)
nor terminate, or cancel the Severance Lease creating said estate and
interests, and, except to the extent provided in Paragraph 4(c) of the
Lease, Borrower shall not, 


 


8

















 


without
the express written consent of Lender, alter or amend the Severance Lease.  Borrower covenants and agrees that there
shall not be a merger of the Severance Lease, or of the leasehold estate
created thereby, with the leasehold estate covered by the Severance Lease by
reason of said leasehold estate or a merger of the Severance Lease between the
lessor under the Severance Lease, or the leasehold estate created by it, with
the fee estate covered by such Severance Lease by reason of said leasehold
estate or fee estate, or any part of either, coming into common ownership,
unless Lender shall consent in writing to such merger; if Borrower shall
acquire such fee estate or leasehold estate, then this Instrument shall
simultaneously and without further action be spread so as to become a lien on
such fee estate and/or leasehold estate, as the case may be.  In the event of such acquisition by Borrower,
Borrower shall execute and deliver to Lender such further instruments,
conveyances and assurances as Lender may reasonably request in order to further
confirm and assure that the fee title or other interest so acquired by Borrower
is subject to the terms, provisions and lien of this Instrument.


 


7.             USE OF PROPERTY. 
Unless required by applicable law or unless Lender has otherwise agreed
in writing, except as otherwise provided in Paragraph 4 of the Lease Agreement,
Borrower shall not allow changes in the use for which all or any part of the
Property was intended at the time this Instrument was executed.  Borrower shall not subdivide the Property or
initiate or acquiesce in a change in the zoning classification of the Property
without Lender’s prior written consent.


 


8.             PROTECTION OF LENDER’S
SECURITY.  Upon the occurrence and during the
continuance of any Event of Default beyond applicable notice and cure periods
set forth in the Lease Agreement, Lender at Lender’s option may make such
appearances, disburse such sums and take such action as Lender deems necessary,
in its sole discretion, to protect Lender’s interest, including, but not
limited to, (i) disbursement of attorney’s fees, (ii) entry upon the
Property to make repairs, (iii) procurement of satisfactory insurance as
provided in paragraph 5 hereof, (iv) exercise
of any option to renew or extend the Severance Lease on behalf of Borrower and
the curing of any default of Borrower in the terms and conditions of the
Severance Lease, and, (v) the payment of any Impositions or insurance
premiums then due and payable.


 


Any
amounts disbursed by Lender pursuant to this paragraph 8,
with interest thereon, shall become additional indebtedness of Borrower secured
by this Instrument.  Unless Borrower and
Lender agree to other terms of payment, such amounts shall be immediately due
and payable and shall bear interest from the date of disbursement at the
Default Rate stated in the Lease Agreement unless collection from Borrower of
interest at such rate would be contrary to applicable law, in which event such
amounts shall bear interest at the highest rate which may be collected from
Borrower under applicable law.  Borrower
hereby covenants and agrees that Lender shall be subrogated to the lien of any
mortgage or other lien discharged, in whole or in part, by the indebtedness
secured hereby.  Nothing contained in
this paragraph 8 shall require Lender to
incur any expense or take any action hereunder.


 


9.             INSPECTION. 
Lender may make or cause to be made such reasonable entries upon and
inspections of the Property as are permitted under (and in accordance with) the
Lease Agreement.


 


10.          BOOKS AND RECORDS. 
Borrower shall furnish to Lender its books and records as and to the
extent required by Paragraph 28 of the Lease Agreement.


 


9

















 


11.          CONDEMNATION.  In
the case of any actual or threatened commencement of any condemnation or
eminent domain proceeding affecting the Property or any portion thereof,
Borrower shall comply with the terms and conditions set forth in Paragraph 17,
18 and 19 of the Lease Agreement. 
Subject to the terms of Paragraph 17 of the Lease Agreement, Lender is
hereby irrevocably appointed as Borrower’s attorney in fact, coupled with an
interest, with exclusive power to collect, receive and retain any award or
payment for said condemnation or eminent domain and to make any compromise or
settlement in connection with such proceeding. 
Notwithstanding any taking by any public or quasi public authority
through eminent domain or otherwise (including but not limited to any transfer
made in lieu of or in anticipation of the exercise of such taking), subject to
the terms of Paragraphs 17 and 18 of the Lease Agreement, Borrower shall
continue to pay the Secured Obligations at the time and in the manner provided
for its payment in the Lease Agreement. 
The application of any award or payment made in any condemnation or
eminent domain proceeding shall be governed by Paragraphs 17, 18 and 19 of the
Lease Agreement.


 


12.          BORROWER AND LIEN NOT
RELEASED.  From time to time, Lender may, at Lender’s
option, without giving notice to or obtaining the consent of Borrower, Borrower’s
successors or assigns or of any junior lienholder or guarantors, without
liability on Lender’s part and notwithstanding Borrower’s breach of any
covenant or agreement of Borrower in this Instrument, extend the time for
payment of said indebtedness or any part thereof, reduce the payments thereon,
release anyone liable on any of said indebtedness, accept a renewal note or
notes therefor, modify the terms and time of payment of said indebtedness,
release from the lien of this Instrument any part of the Property, take or
release other or additional security, reconvey any part of the Property,
consent to any map or plan of the Property, consent to the granting of any
easement, join in any extension or subordination agreement, and agree in
writing with Borrower to modify the rate of interest or period of amortization
of the Lease Agreement or change the amount of the monthly installments payable
thereunder.  Any actions taken by Lender
pursuant to the terms of this paragraph 12
shall not affect the obligation of Borrower or Borrower’s successors or assigns
to pay the sums secured by this Instrument and to observe the covenants of
Borrower contained herein, shall not affect the guaranty of any person,
corporation, partnership or other entity for payment of the indebtedness
secured hereby, and shall not affect the lien or priority of lien hereof on the
Property.  Borrower shall pay Lender a
reasonable service charge, together with such title insurance premiums and
attorney’s fees as may be incurred at Lender’s option, for any such action if
taken at Borrower’s request.


 


13.          FORBEARANCE BY LENDER NOT
A WAIVER.  Any forbearance by Lender in exercising any
right or remedy hereunder, or otherwise afforded by applicable law, shall not
be a waiver of or preclude the exercise of any right or remedy.  The acceptance by Lender of payment of any
sum secured by this Instrument after the due date of such payment shall not be
a waiver of Lender’s right to either require prompt payment when due of all
other sums so secured or to declare a default for failure to make prompt
payment.  The procurement of insurance or
the payment of taxes or other liens or charges by Lender shall not be a waiver
of Lender’s right to accelerate the maturity of the indebtedness secured by
this Instrument, nor shall Lender’s receipt of any awards, proceeds or damages
under paragraphs 5  and 11
hereof operate to cure or waive Borrower’s default in payment of sums secured
by this Instrument.


 


14.          ESTOPPEL CERTIFICATE. 
Borrower shall furnish to Lender estoppel certificates as required by
Paragraph 25 of the Lease Agreement.


 


10






 












 


15.          UNIFORM COMMERCIAL
CODE SECURITY AGREEMENT.  To the extent any of the property described
in this Instrument is personal property, Borrower, as debtor, grants to Lender,
as secured party, a security interest therein together with a security interest
in all other personal property of whatsoever nature that is located on or used
or to be used in connection with any of the property described in this
Instrument, and any products or proceeds of any thereof, pursuant to the
Uniform Commercial Code of the State of New York (the “UCC”),
on the terms and conditions contained herein. 
Borrower hereby authorizes Lender to file any financing statement,
fixture filing or similar filing to perfect the security interests granted in
this Security Instrument without Borrower’s signature.  Borrower shall:  (a) execute and deliver such documents
as Lender deems reasonably necessary to create, perfect and continue the
security interests contemplated by this Instrument; (b) not change its
name, or, as applicable, its chief executive office, its principal residence
(or, if Borrower is a trust or one or more trustees acting with respect to
property held in trust, the identity or principal residence of any trustee),
the jurisdiction in which it is organized, or otherwise change its location (as
that term is used in Article 9 of the UCC), without giving Lender at least
thirty (30) days’ prior written notice thereof; and (c)  cooperate with
Lender in perfecting all security interests granted in this Security Instrument
and in obtaining such agreements from third parties as Lender deems necessary,
proper or desirable in connection with the preservation, perfection or
enforcement of any of Lender’s rights under this Instrument.


 


16.          LEASES. 
Except as otherwise provided in Paragraph 21 of the Lease Agreement,
Borrower shall not, without Lender’s written consent, execute, modify,
surrender or terminate, either orally or in writing, any lease or other
agreement for the occupancy or use of all or any part of the Property, permit
an assignment or sublease of any lease or other agreement for the occupancy or
use of all or any part of the Property, or request or consent to the
subordination of any lease or other agreement for the occupancy or use of all
or any part of the Property of all or any part of the Property to any lien
subordinate to this Instrument.


 


17.          REMEDIES CUMULATIVE.  Each
remedy provided in this Instrument is distinct and cumulative to all other
rights or remedies under this Instrument or afforded by law or equity, and may
be exercised concurrently, independently, or successively, in any order
whatsoever.


 


18.          ACCELERATION IN CASE OF
BORROWER’S INSOLVENCY.  If Borrower shall voluntarily file a petition
under Title 11 of the U.S. Code (the “Act”), as
such Act may from time to time be amended, or under any similar or successor
Federal statute relating to bankruptcy, insolvency, arrangements or
reorganizations, or under any state bankruptcy or insolvency act, or file any
answer in an involuntary proceeding admitting insolvency or inability to pay
debts, or if Borrower shall fail to obtain a vacation or stay of involuntary
proceedings brought for the reorganization, dissolution or liquidation of
Borrower within ninety (90) days of the filing of such involuntary proceeding,
or if Borrower shall be adjudged a bankrupt, or if a trustee or receiver shall
be appointed for Borrower or Borrower’s property, or if the Property shall
become subject to the jurisdiction of a Federal bankruptcy court or similar
state court, or if Borrower shall make an assignment for the benefit of
Borrower’s creditors, or if there is an attachment, execution or other judicial
seizure of any portion of Borrower’s assets and such seizure is not discharged
within fifteen (15) days, then Lender may, at Lender’s option, declare all of
the sums secured by this Instrument to be immediately due and payable without
prior notice to Borrower, and Lender may invoke any remedies permitted by paragraph 27 of this Instrument.  Any attorney’s fees and other expenses
incurred by Lender in connection with Borrower’s bankruptcy or any of the other


 


11

















 


aforesaid
events shall be additional indebtedness of Borrower secured by this Instrument
pursuant to paragraph 8 hereof.


 


19.          TRANSFERS OF THE
PROPERTY OR BENEFICIAL INTERESTS IN BORROWER.  Borrower acknowledges that
Lender has examined and relied on the creditworthiness and experience of
Borrower in owning and operating properties such as the Property in agreeing to
make the Loan, and that Lender will continue to rely on Borrower’s ownership of
the Property as a means of maintaining the value of the Property as security
for repayment of the Secured Obligations. Except as expressly permitted under
the Lease Agreement, Borrower shall not cause or suffer to occur or exist,
directly or indirectly, voluntarily or involuntarily, by operation of law or
otherwise, any sale, transfer, mortgage, pledge, lien or encumbrance
(collectively, “Transfers”)
of (i) all or any part of the Property or any interest therein, including,
but not limited to, the Lease Agreement, or (ii) any direct or indirect
beneficial ownership interest (in whole or in part) in Borrower, irrespective
of the number of tiers of ownership, without the prior written consent of Lender.  The occurrence of any Transfer in violation
of this paragraph 19 shall constitute an Event
of Default hereunder, whereupon Lender at its option, without being required to
demonstrate any actual impairment of its security or any increased risk of
default hereunder, may declare the Secured Obligations immediately due and
payable, and Lender may invoke any remedies permitted by paragraph 27
of this Instrument.  Lender’s consent to
any Transfer of the Property or any interest in Borrower shall not be deemed to
be a waiver of Lender’s right to require such consent to any future occurrence
of same.  Any attempted or purported
Transfer of the Property or of any direct or indirect interest in Borrower, if
made in contravention of this paragraph 19,
shall be null and void and of no force and effect.


 


20.          NOTICE.  Any
notice, demand, statement, request or consent made hereunder shall be in
writing, addressed to the intended recipient at its address set forth in
Paragraph 24 of the Lease Agreement, and shall be made and deemed given in
accordance with the terms of the Lease Agreement.


 


21.          SUCCESSORS AND ASSIGNS
BOUND; JOINT AND SEVERAL LIABILITY; AGENTS; CAPTIONS.  The
covenants and agreements herein contained shall bind, and the rights hereunder
shall inure to, the respective successors and assigns of Lender and Borrower,
subject to the provisions of paragraph 19
hereof.  Lender may at any time sell,
assign, participate or securitize all or any portion of Lender’s rights and
obligations under the Loan Documents but only in connection with a transfer of
Lender’s rights under the Lease Agreement in accordance with and subject to the
terms of the Lease Agreement or, subject to the terms of the Lease Agreement,
by way of collateral security, to any Person (and its respective successors and
assigns) which may, on or after the date hereof, make a Loan (as defined in the
Lease Agreement) to Lender or be the holder of a Note.  All covenants and agreements of Borrower
shall be joint and several.  In
exercising any rights hereunder or taking any actions provided for herein,
Lender may act through its employees, agents or independent contractors as
authorized by Lender.  The captions and
headings of the paragraphs of this Instrument are for convenience only and are
not to be used to interpret or define the provisions hereof.


 


22.          GOVERNING LAW;
SEVERABILITY.  This Instrument was negotiated in New York,
and made by Borrower and accepted by Lender in the State of New York, and the
proceeds were disbursed from New York, which State the parties agree has a
substantial relationship to the parties and to the underlying transaction
embodied hereby, and in all respect, including, without limiting the generality
of the foregoing, matters of construction, validity and


 


12

















 


performance.  This Instrument and the obligations arising
hereunder shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contract made and performed in such State
and any applicable law of the United States of America.  To the fullest extent permitted by law,
Borrower hereby unconditionally and irrevocably waives any claim to assert that
the law of any other jurisdiction governs this Instrument, and this Instrument
shall be governed by and construed in accordance with the laws of the State of
New York pursuant to § 5-1401 of the New York General Obligations Law.  In the event that any provision of this
Instrument or the Lease Agreement conflicts with applicable law, such conflict
shall not affect other provisions of this Instrument or the Lease Agreement
which can be given effect without the conflicting provisions, and to this end
the provisions of this Instrument and the Lease Agreement are declared to be
severable.


 


23.          FIXTURE FILING.  This
Instrument constitutes a financing statement, filed as a fixture filing in the
real estate records of the county of the state in which the real property
described in Exhibit “A” is located, with respect to any and all
fixtures included within the list of improvements and fixtures described in Section (C) of the preambles of this Instrument
and to any goods or other personal property that are now or hereafter will
become a part of the Property as fixtures.


 


24.          WAIVER OF MARSHALLING;
WAIVER OF SETOFF AND COUNTERCLAIM; TIME OF ESSENCE. 
Notwithstanding the existence of any other security interests in the
Property held by Lender or by any other party, Lender shall have the right to
determine the order in which any or all of the Property shall be subjected to
the remedies provided herein.  Lender
shall have the right to determine the order in which any or all portions of the
indebtedness secured hereby are satisfied from the proceeds realized upon the
exercise of the remedies provided herein. 
Borrower, any party who consents to this Instrument and any party who
now or hereafter acquires a security interest in the Property and who has
actual or constructive notice hereof hereby waives any and all right to require
the marshalling of assets in connection with the exercise of any of the
remedies permitted by applicable law or provided herein.  All amounts due under this Instrument, the
Lease Agreement and the other Loan Documents shall be payable without setoff, counterclaim
or any deduction whatsoever, except as otherwise expressly provided in the
Lease Agreement. Borrower hereby waives the right to assert a setoff,
counterclaim or deduction in any action or proceeding in which Lender is a
participant, or arising out of or in any way connected with this Instrument,
the Lease Agreement, any of the other Loan Documents, or the Secured
Obligations.  Time is of the essence as
to all of the terms, covenants and condition of this Instrument and the other
Loan Documents.


 


25.          INDEMNIFICATION. 
Borrower shall comply with its indemnification obligations pursuant to
and in accordance with Paragraph 15 of the Lease Agreement.


 


26.          ASSIGNMENT OF RENTS;
APPOINTMENT OF RECEIVER; LENDER IN POSSESSION.  As
part of the consideration for the indebtedness evidenced by the Lease
Agreement, Borrower hereby absolutely and unconditionally assigns and transfers
to Lender all the rents and revenues of the Property, including those now due,
past due, or to become due by virtue of any lease or other agreement for the
occupancy or use of all or any part of the Property, regardless of to whom the
rents and revenues of the Property are payable. 
Borrower hereby authorizes Lender or Lender’s agents to collect the
aforesaid rents and revenues and hereby directs each tenant of the Property to
pay such rents to Lender or Lender’s agents; provided, however, that prior to
the occurrence of any Event of Default beyond any applicable cure or grace
periods set


 


13

















 


forth
in the Lease Agreement, Borrower shall collect and receive all rents and
revenues of the Property as trustee for the benefit of Lender and Borrower, to
apply the rents and revenues so collected to the sums secured by this
Instrument in the order provided in the Lease Agreement with the balance, so
long as no such Event of Default has occurred and is continuing, to the account
of Borrower, it being intended by Borrower and Lender that this assignment of
rents constitutes an absolute assignment and not an assignment for additional
security only.  Upon delivery of written
notice by Lender to Borrower containing a statement that Lender exercises its
rights to such rents (the “Assignment Notice”),
which Assignment Notice may be delivered at any time during the continuance of
any Event of Default beyond any applicable cure or grace periods set forth in
the Lease Agreement, and without the necessity of Lender entering upon and
taking and maintaining full control of the Property in person, by agent or by a
court-appointed receiver, Lender shall immediately be entitled to possession of
all rents and revenues of the Property as specified in this paragraph 26 as the same become due and payable, including
but not limited to rents then due and unpaid, and all such rents shall
immediately, upon the occurrence of any Event of Default beyond any applicable
cure or grace periods set forth in the Lease Agreement, be held by Borrower as
trustee for the benefit of Lender only. 
Borrower agrees that commencing upon delivery of such Assignment Notice,
each tenant of the Property shall make such rents payable to and pay such rents
to Lender or Lender’s agents on Lender’s written demand to each tenant
therefor, delivered to each tenant personally, by mail or by delivering such
demand to each rental unit, without any liability on the part of said tenant to
inquire further as to the existence of a default by Borrower.


 


Borrower
hereby covenants that Borrower has not executed any prior assignment of said
rents, that Borrower has not performed, and will not perform, any acts or has
not executed, and will not execute, any instrument which would prevent Lender
from exercising its rights under this paragraph 26,
and that at the time of execution of this Instrument there has been no
anticipation or prepayment of any of the rents of the Property for more than
one month prior to the due dates of such rents. 
Borrower covenants that Borrower will not hereafter collect or accept
payment of any rents of the Property more than one month prior to the due dates
of such rents.  Borrower further
covenants that Borrower will execute and deliver to Lender such further
assignments of rents and revenues of the Property as Lender may from time to
time request.


 


During
the continuance of any Event of Default beyond any applicable cure or grace
periods set forth in the Lease Agreement, Lender shall be entitled to the
appointment of a receiver for the Property, without notice to Borrower or any
other person or entity and Lender may in person, by agent or by a court
appointed receiver, regardless of the adequacy of Lender’s security, enter upon
and take and maintain full control of the Property in order to perform all acts
necessary and appropriate for the operation and maintenance thereof including,
but not limited to, the execution, cancellation or modification of leases, the
collection of all rents and revenues of the Property, the making of repairs to
the Property and the execution or termination of contracts providing for the
management or maintenance of the Property, all on such terms as are deemed best
to protect the security of this Instrument. 
In the event Lender elects to seek the appointment of a receiver for the
Property during the continuance of any Event of Default beyond any applicable
cure or grace periods set forth in the Lease Agreement, Borrower hereby
expressly consents to the appointment of such receiver.  Lender or the receiver shall be entitled to
receive a reasonable fee for so managing the Property.


 


All
rents and revenues collected subsequent to delivery of the Assignment Notice
shall be applied first to the costs, if any, of taking control of and managing
the Property and collecting the rents, including, but not limited to, attorney’s
fees, receiver’s fees, premiums on


 


14

















 


receiver’s
bonds, costs of repairs to the Property, premiums on insurance policies, taxes,
assessments and other charges on the Property, and the costs of discharging any
obligation or liability of Borrower as lessor or landlord of the Property and
then to the sums secured by this Instrument. 
Lender or the receiver shall have access to the books and records used
in the operation and maintenance of the Property in the manner provided in
Paragraph 28 of the Lease Agreement and shall be liable to account only for
those rents actually received.  Lender
shall not be liable to Borrower, anyone claiming under or through Borrower or
anyone having an interest in the Property by reason of anything done or left
undone by Lender under this paragraph 26.


 


If
the rents of the Property are not sufficient to meet the costs, if any, of
taking control of and managing the Property and collecting the rents, any funds
expended by Lender for such purposes shall become indebtedness of Borrower to
Lender secured by this Instrument pursuant to paragraph 8
hereof.  Unless Lender and Borrower agree
in writing to other terms of payment, such amounts shall be payable upon notice
from Lender to Borrower requesting payment thereof and shall bear interest from
the date of disbursement at the rate stated in the Lease Agreement unless
payment of interest at such rate would be contrary to applicable law, in which
event such amounts shall bear interest at the highest rate which may be
collected from Borrower under applicable law.


 


Any
entering upon and taking and maintaining of control of the Property by Lender
or the receiver and any application of rents as provided herein shall not cure
or waive any default hereunder or invalidate any other right or remedy of
Lender under applicable law or provided herein. 
This assignment of rents of the Property shall terminate at such time as
this Instrument ceases to secure indebtedness held by Lender.


 


27.          ACCELERATION; REMEDIES.  Upon
the occurrence and during the continuance of any Event of Default, all the
Secured Obligations shall become immediately due and payable, without notice or
demand, at the option of Lender and Lender may:


 


(a)           Have a receiver appointed as a matter
of right on an ex parte basis without notice to Borrower and without regard to
the sufficiency of the Property or any other security for the Secured
Obligations and without the necessity of posting any bond or other
security.  Such receiver shall take
possession and control of the Property and shall collect and receive the rents
and revenues of the Property.  If Lender
elects to seek the appointment of a receiver for the Property, Borrower, by its
execution of this Instrument, expressly consents to the appointment of such
receiver, including the appointment of a receiver ex parte if permitted by
applicable law.  The receiver shall be
entitled to receive a reasonable fee for managing the Property, which fee may
be deducted from the rents and revenues of the Property or may be paid by
Lender and added to the Secured Obligations. 
Immediately upon appointment of a receiver, Borrower shall surrender
possession of the Property to the receiver and shall deliver to the receiver
all documents, records (including records on electronic or magnetic media),
accounts, surveys, plans, and specifications relating to the Property and all
security deposits.  If the rents and
revenues of the Property are not sufficient to pay the costs of taking control
of and managing the Property and collecting the rents and revenues of the
Property, any funds expended by Lender, or advanced by Lender to the receiver,
for such purposes shall become an additional part of the Secured
Obligations.  The receiver may exclude
Borrower and its representatives from the Property.  Borrower acknowledges and agrees that the
exercise by Lender of any of the rights conferred under this paragraph 27 shall not be construed to make Lender a
mortgagee in possession of the Property.


 


15

















 


(b)           Foreclose this Instrument as provided
in paragraph 39 or otherwise realize upon
the Property as permitted under applicable law.


 


(c)           Exercise any of the remedies set
forth in Paragraphs 23(a)(i) and 23(b)(i) of the Lease Agreement
which are incorporated herein by reference.


 


(d)           Avail itself of any other right or
remedy available to it under the terms of this Instrument, the other Loan
Documents or applicable law.


 


Notwithstanding
anything under this paragraph 27 or
paragraph 39 to the contrary, the
extent and the amount of any payments payable hereunder by the Borrower to the
Lender upon the occurrence and during the continuance of any Event of Default,
including, without limitation, the amount of the Secured Obligations which may
be accelerated and any damages which may be payable, shall be governed by, and limited
to the amounts recoverable under, Paragraphs 23(a)(i) and 23(b)(i) of
the Lease Agreement.


 


28.          RELEASE.  Upon
satisfaction of the Secured Obligations, which shall include, without
limitation, upon conveyance of the Property to Borrower pursuant to Paragraphs
18, 34 or 35 of the Lease Agreement and payment of all sums due by Borrower to
Lender upon such conveyance, Lender shall release or, at Borrower’s request,
assign this Instrument, without recourse, warranty or representation whatsoever
to the refinancing lender.  Borrower
shall pay Lender’s reasonable costs incurred in discharging or assigning this
Instrument and deliver to Lender an affidavit pursuant to Section 275 of
the New York Real Property Law and such other documents and instruments as Lender
may reasonably request.


 


29.          RELATIONSHIP OF
PARTIES.  The relationship of Lender and Borrower is
solely that of debtor and creditor, and Lender has no fiduciary or other
special relationship with the Borrower, and no term or condition of any of the Loan
Documents shall be construed to be other than that of debtor and creditor.
Borrower represents and acknowledges that neither the Loan Documents nor any
course of dealing between the parties creates any partnership or joint venture
between Borrower and Lender or any other person, nor does it provide for any
shared appreciation rights or other equity participation interest.


 


30.          INCORPORATION OF TERMS
OF LEASE AGREEMENT.  All terms and conditions of the Lease
Agreement are incorporated herein as if set forth in full in this Instrument.


 


31.          DEFINITION OF DEFAULT. Borrower is in default upon the occurrence
and continuance of any Event of Default as defined in the Lease Agreement.


 


32.          RECORDING OF MORTGAGE,
ETC.  Upon the execution and delivery of this Instrument
and thereafter, from time to time, Borrower will cause this Instrument, and any
security instrument creating a lien or security interest or evidencing the lien
hereof upon the Property and each instrument of further assurance to be filed,
registered or recorded in such manner and in such places as may be required by
any present or future law in order to publish notice of and fully to protect
the lien or security interest hereof upon, and the interest of Lender in, the
Property. Borrower will pay all filing, registration or recording fees, and all
expenses incident to the preparation, execution and acknowledgment of this
Instrument, any mortgage supplemental hereto, any security instrument with
respect to the Property and any instrument of further


 


16

















 


assurance,
and all federal, state, county and municipal, taxes, duties, imposts,
assessments and charges arising out of or in connection with the execution and
delivery of this Instrument, any deed of trust supplemental hereto, any
security instrument with respect to the Property or any instrument of further
assurance, except where prohibited by law so to do.


 


33.          BORROWER’S ADDITIONAL
COVENANTS.  Borrower hereby covenants, agrees and
undertakes to:


 


(a)           from
time to time, at the request of Lender, (i) promptly correct any defect,
error or omission which may be discovered in the contents of this Instrument,
the Lease Agreement or in any other Loan Document or in the execution or
acknowledgement thereof; (ii) execute, acknowledge, deliver and record
and/or file such further documents or instruments (including, without
limitation, further mortgages, security agreements, financing statements,
continuation statements, assignments of rents or leases and environmental
indemnity agreements) and perform such further acts and provide such further
assurances as may be necessary, desirable or proper, in Lender’s reasonable
opinion, to carry out more effectively the purposes of this Instrument and such
other instruments and to subject to the liens and security interests hereof and
thereof any property intended by the terms hereof or thereof to be covered
hereby or thereby, including specifically, but without limitation, any
renewals, additions, substitutions, replacements, or appurtenances to the
Property; provided that such documents or instruments do not increase Borrower’s
liability or decrease Borrower’s rights under the Loan Documents (other than to
a deminimus extent); and (iii) execute, acknowledge, deliver, procure, and
file and/or record any document or instrument (including specifically, but
without limitation, any financing statement) reasonably deemed advisable by
Lender to protect the liens and the security interests herein granted against
the rights or interests of third persons; provided that such documents or
instruments do not increase Borrower’s liability or decrease Borrower’s rights
under the Loan Documents (other than to a deminimus extent).  Borrower will pay all reasonable costs
connected with any of the foregoing in this subparagraph
(a);


 


(b)           continuously
maintain Borrower’s existence and right to do business in the State of New
York;


 


(c)           not
execute or deliver any mortgage or pledge of any type covering all or any
portion of the Property; and


 


(d)           continuously
comply with its single purpose, bankruptcy remote status in accordance with the
requirements of the Eighth Article of the Borrower’s Articles of
Organization as of the date of this Instrument.


 


34.          TAXES ON SECURITY;
DOCUMENTARY STAMPS; INTANGIBLES TAX.  Borrower shall pay all taxes,
charges, filing, registration and recording fees, excises and levies payable
under and/or with respect to the Lease Agreement, this Instrument or the liens
created or secured by the Loan Documents, other than income, franchise and
doing business taxes imposed on Lender. 
If at any time the United States of America, any State thereof or any
subdivision of any such State shall require revenue or other stamps to be
affixed to the Lease Agreement or this Instrument, or impose any other tax or
charge on the same, Borrower will pay for the same, with interest and penalties
thereon, if any. Borrower hereby agrees that, in the event that it is
determined that additional documentary stamp tax or intangible tax is due
hereon or any mortgage, deed of trust or promissory note executed in connection
herewith (including,


 


17

















 


without
limitation, the Lease Agreement), Borrower shall indemnify and hold harmless
Lender for all such documentary stamp tax and/or intangible tax, including all
penalties and interest assessed or charged in connection therewith. Borrower
shall pay same within ten (10) days after demand of payment from Lender
and the payment of such sums shall be secured by this Instrument and such sums
shall bear interest at the Default Rate (as defined in the Lease Agreement)
from and after the eleventh (11th) day after demand until paid in full.  Borrower shall hold harmless and indemnify Lender,
its successors and assigns, against any liability incurred by reason of the
imposition of any tax on the making and recording of this Instrument.


 


35.          MAXIMUM INTEREST.  In
the event that any applicable law limiting the amount of interest or other
charges permitted to be collected from Borrower is interpreted so that any
charge provided for in this Instrument or in the Lease Agreement, whether
considered separately or together with other charges levied in connection with
this Instrument and the Lease Agreement, violates such law, and Borrower is
entitled to the benefit of such law, such charge is hereby reduced to the
extent necessary to eliminate such violation. 
The amounts, if any, previously paid to Lender in excess of the amounts
payable to Lender pursuant to such charges as reduced shall be applied by
Lender to reduce the principal of the indebtedness evidenced by the Lease
Agreement.  For the purpose of
determining whether any applicable law limiting the amount of interest or other
charges permitted to be collected from Borrower has been violated, all
indebtedness which is secured by this Instrument or evidenced by the Lease
Agreement and which constitutes interest, as well as all other charges levied
in connection with such indebtedness which constitute interest, shall be deemed
to be allocated and spread over the stated term of the Lease Agreement.  Unless otherwise required by applicable law,
such allocation and spreading shall be effected in such a manner that the rate
of interest computed thereby is uniform throughout the stated term of the Lease
Agreement.


 


36.          ATTORNEYS’ FEES AND
LEGAL EXPENSES.  In the event of any Event of Default under
this Instrument, or in the event that any dispute arises relating to the
interpretation, enforcement or performance of any Secured Obligation, Lender
shall be entitled to collect from Borrower on demand all fees and expenses
incurred in connection therewith, including but not limited to reasonable fees
of attorneys and fees of accountants, appraisers, environmental inspectors,
consultants, expert witnesses, arbitrators, mediators and court reporters.  Without limiting the generality of the
foregoing, Borrower shall pay all such costs and expenses incurred in
connection with:  (a) arbitration or
other alternative dispute resolution proceedings, trial court actions and
appeals; (b) bankruptcy or other insolvency proceedings of Borrower, any
guarantor or other party liable for any of the Secured Obligations or any party
having any interest in any security for any of those obligations; (c) judicial
or nonjudicial foreclosure on, or appointment of a receiver for, any of the
Property; (d) post-judgment collection proceedings; (e) all claims,
counterclaims, cross-claims and defenses asserted in any of the foregoing
whether or not they arise out of or are related to this Instrument; (f) all
preparation for any of the foregoing; and (g) all settlement negotiations
with respect to any of the foregoing.


 


37.          WAIVER OF JURY TRIAL. 
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT THE BORROWER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
LEASE AGREEMENT, THIS INSTRUMENT, ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE


 


18

















 


OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF EITHER PARTY.


 


38.          TRANSFER OF LOAN. 
Subject to the terms of the Lease Agreement, Lender may, at any time,
and at Lender’s sole cost and expense, sell, transfer or assign the Lease
Agreement, this Instrument and the Loan Documents, or any part thereof, and any
or all servicing rights with respect thereto, or grant participations
therein.  Lender may forward to each
purchaser, transferee, assignee, servicer or participant (singularly, an “Investor,” and collectively, the “Investors”) and each prospective
Investor, all documents and information which Lender now has or may hereafter
acquire relating to the Loan and to Borrower, any guarantor, any indemnitors
and/or the Property, whether furnished by Borrower, any guarantor, any
indemnitors or otherwise, as Lender determines necessary or desirable.  Borrower shall furnish and Borrower consents
to Lender furnishing to such Investors or such prospective Investors any and
all information concerning the Property, the leases, the financial condition of
Borrower, any guarantor and any indemnitor as may be reasonably requested by
Lender, any Investor or any prospective Investor in connection with any sale,
transfer or participation interest.


 


39.          RIGHTS
AND REMEDIES.  Upon the occurrence of any Event of Default
beyond applicable notice and cure periods set forth in the Lease Agreement,
Lender shall have the option, without notice or demand, to declare all Secured
Obligations immediately due and payable and to proceed to foreclose on this
Instrument as now or then provided by law (in which event Lender shall be
entitled to the appointment of a receiver) pursuant to a judicial proceeding in
accordance with Article 13 of the New York Real Property Actions and
Proceedings Law (“RPAPL”) or
by advertisement in accordance with Article 14 of RPAPL.  Any foreclosure shall forever bar Borrower
and all persons claiming under Borrower from all right and interest in the
Property.  In any such proceeding Lender
shall be entitled to recover all costs and expenses (regardless of the
particular nature thereof and whether incurred prior to or during such
proceeding) incident to the realization of its rights hereunder, including
court costs and reasonable attorneys’ fees. 
Lender shall be entitled to possession of the Property during any period
of redemption.  Borrower hereby waives
any right it or its successors in interest may have in the event of
acceleration or foreclosure to obtain a partial release of the Property from
the lien of this Instrument by paying less than the entire amount then secured
hereby, or to partially redeem the Property by paying less than the amount
necessary to effect full redemption.  If
a deficiency remains after proper application of the proceeds of sale of the
Property, Borrower shall pay the same immediately after determination of the
amount thereof.


 


40.          SPECIAL
NEW YORK LOCAL LAW PROVISIONS.


 


40.1        INCONSISTENCIES.  In
the event of any inconsistencies between the terms and conditions of this paragraph 40 and the other provisions of this
Instrument, the terms and conditions of this paragraph 40
shall control and be binding.


 


40.2        TRUST FUND.  Pursuant to Section 13 of the New York
Lien Law, Borrower shall receive the advances secured hereby and shall hold the
right to receive the advances as a trust fund to be applied first for the
purpose of paying the cost of any improvement and shall apply the advances
first to the payment of the cost of any such improvement on the Property before
using any part of the total of the same for any other purpose.


 


19

















 


40.3        COMMERCIAL PROPERTY.  Borrower represents that this
Instrument does not encumber real property principally improved or to be
improved by one or more structures containing in the aggregate not more than
six residential dwelling units, each having its own separate cooking
facilities.


 


40.4        INSURANCE.  The provisions of Subsection 4 of Section 254
of the New York Real Property Law covering the insurance of buildings against
loss by fire shall not apply to this Instrument.  In the event of any conflict, inconsistency
or ambiguity between the provisions of paragraph 5
above and the provisions of Subsection 4 of Section 254 of the New York
Real Property Law covering the insurance of buildings against loss by fire, the
provisions of paragraph 5 shall control.


 


40.5        LEASES.  Lender shall have all of the rights against
lessees of the Property set forth in Section 291-f of the Real Property
Law of New York.


 


40.6        STATUTORY CONSTRUCTION.  The
clauses and covenants contained in this Instrument that are construed by Section 254
of the New York Real Property Law shall be construed as provided in those
paragraphs (except as provided in paragraph 40.4).  The additional clauses and covenants
contained in this Instrument shall afford rights supplemental to and not
exclusive of the rights conferred by the clauses and covenants construed by Section 254
and shall not impair, modify, alter or defeat such rights (except as provided
in paragraph 40.4), notwithstanding that
such additional clauses and covenants may relate to the same subject matter or
provide for different or additional rights in the same or similar contingencies
as the clauses and covenants construed by Section 254.  The rights of Lender arising under the
clauses and covenants contained in this Instrument shall be separate, distinct
and cumulative and none of them shall be in exclusion of the others.  No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any
other provision, anything herein or otherwise to the contrary notwithstanding.  In the event of any inconsistencies between
the provisions of Section 254 and the provisions of this Instrument, the
provisions of this Instrument shall prevail.


 


40.7        MAXIMUM PRINCIPAL AMOUNT SECURED. 
Notwithstanding anything to the contrary contained in this Instrument,
the maximum amount of principal indebtedness secured by this Instrument or
which under any contingency may be secured by this Instrument is TWO HUNDRED
FIFTY MILLION and 00/100 Dollars ($250,000,000.00), which amount represents the
sum of (A) the outstanding principal indebtedness under the Underlying
Mortgage (hereinafter defined) and (B) the new principal indebtedness
created by the Lease Agreement in the amount of SEVENTY FIVE MILLION AND 00/100
DOLLARS ($75,000,000.00), plus any amounts expended by the Lender after an Event
of Default on account of (a) taxes, charges or assessments which may be
imposed by law upon the Property; (b) premiums on insurance policies
covering the Property; (c) expenses incurred in upholding the lien of this
Instrument, including, but not limited to (i) the expenses of any
litigation to prosecute or defend the rights and lien created by this
Instrument; (ii) any amount, cost or charges to which Lender becomes
subrogated, upon payment, whether under recognized principles of law or equity,
or under express statutory authority and (iii) interest, default interest
and other charges at the rate and in the amounts set forth in the Loan
Documents.  In no event shall any owner
of the Property be obligated for an indebtedness of more than the indebtedness created
hereby and by the Lease Agreement and the pre-existing indebtedness secured by
the Underlying Mortgage as provided in this paragraph
40.7.


 


20

















 


40.8        LIEN LAW.  Borrower will, in compliance with Section 13
of the New York Lien Law, receive the advances secured hereby and will hold the
right to receive such advances in a trust fund to be applied first for the
purpose of paying the cost of any improvement and will apply the same first to
the payment of the cost of any such improvement before using any part of the
total of the advance for any other purpose.


 


40.9        CONDOMINIUM REGIME.


 


(a)           The Property is subject to a
condominium regime pursuant to the Declaration of Condominium (as amended to
date, collectively the “Declaration”)
of The New York Times Building LLC (the “Condominium”)
specified in Exhibit A attached hereto, dated as of August 4, 2006
made by The New York Times Building LLC and recorded in the Office of the City
Register, New York County on August 15, 2006, as CRFN 2006000460293, as
amended by that certain First Amendment to the Declaration, which First
Amendment was dated as of January 29, 2007, and recorded in the Office of
the City Register, New York County on February 8, 2007 as CRFN 2007000075106,
and further amended by that certain Second Amendment to the Declaration, which
Second Amendment was dated October 11, 2007, and recorded in the Office of
the City Register, New York County on January 8, 2008 as CRFN
2008000008735, and further amended by that certain Third Amendment to the
Declaration, which Third Amendment was dated March       ,
2009, and is intended to recorded in the Office of the City Register, New York
County.  A Board of Managers (the “Board of Managers”) governs the
Condominium pursuant to the by-laws of the Condominium (the “Bylaws”) which were recorded in the
like office together with the Declaration. 
Borrower represents and covenants that Borrower is in compliance with,
and at all times hereafter shall maintain compliance with, the terms of the
Lease Agreement with respect to any Condominium Documents.


 


(b)           Borrower will fully and faithfully
perform and comply with the terms, conditions, and provisions of the
Condominium Documents.


 


(c)           Borrower will use its commercially reasonable
efforts, within fifteen (15) days after written demand by Lender, to obtain
from the Board of Managers under the Condominium Documents and furnish to
Lender the estoppel certificate in recordable form of such Board of Managers
either required to be issued by such Board of Managers pursuant to the
provisions of the Condominium Documents or in form reasonably requested by
Lender.


 


40.10      GROUND SUBLEASEHOLD MORTGAGE PROVISIONS.


 


(a)           Borrower hereby represents, covenants
and warrants that as to its interest in the Property:


 


(i)            The Severance Lease is in full force
and effect and unmodified, no default has occurred under the Severance Lease
which would affect Borrower’s sublease and there is no existing condition
which, but for the passage of time or the giving of notice, would result in a
default under the terms of the Severance Lease by the Borrower.


 


(ii)           All rents, additional rents, taxes,
assessments, water rates, sewer rents, impositions and other charges due or
payable under the Severance Lease have been paid to the extent they were
payable prior to the date hereof.


 


21
















 


(iii)          Borrower shall maintain the quiet and
peaceful possession of Lender of the Property and shall defend the Severance
Leasehold Estate created under the Severance Lease for the entire remainder of
the term set forth therein including all renewal options thereunder, against
all and every person or persons lawfully claiming, or who may claim the same or
any part thereof, and to the performance and observance of all of the terms,
covenants, provisions and conditions thereof.


 


(iv)          There is no existing default by
Borrower under the provisions of the Severance Lease or in the performance of
any of the terms, covenants, provisions or conditions thereof on the part of
the lessee to be observed and performed.


 


(v)           Borrower has not further encumbered
the Property (other than by the Permitted Encumbrances) or assigned the
Severance Lease.


 


(vi)          The Severance Lease has been duly
recorded as set forth herein and permits the interest of the Borrower
thereunder to be encumbered by this Instrument, and there has not been a
material change in the terms of the Severance Lease since its recordation.


 


(vii)         Except for the Permitted Encumbrances,
Borrower’s interest in the Severance Lease is not subject to any liens or
encumbrances superior to, or of equal priority with, this Instrument, other
than the lessor under the Severance Lease related fee interest.


 


(viii)        Borrower’s interest in the Severance
Lease is assignable upon notice to, but without the consent of, the lessor
under the Severance Lease (or, if any such consent is required, it has been
obtained prior to the date of this Instrument) or, in the event that it is so
assigned, it is further assignable and its successors and assigns upon notice
to, but without a need to obtain the consent of, such lessor under the Severance
Lease.


 


(b)           Except as otherwise provided in
Paragraph 9 of the Lease Agreement, Borrower hereby represents, covenants and
warrants that as to its Severance Leasehold Estate Borrower shall pay or cause
to be paid all rents, additional rents, taxes, assessments, water rates, sewer
rents, impositions, and other charges mentioned in and made payable by the
Severance Lease, for which provision has not been made hereinbefore, when and
as the same shall become due and payable, and shall use its best efforts to
cause the lessor under the Severance Lease, to the extent required by the
Severance Lease, to pay any portion of said taxes, assessments, rates, charges
and impositions to be borne by the lessor under the Severance Lease that might
become liens on the Property or Borrower’s estate therein prior to or on the
date when they become due, and Borrower shall in every case take, or cause to
be taken, a proper receipt for any such item so paid by Borrower and shall
deliver, or cause to be delivered to Lender upon its request after any such
payment, the original receipts or cancelled checks for any such payments by
Borrower.


 


(c)           Borrower hereby represents, covenants
and warrants that as to its Severance Leasehold Estate Borrower shall at all
times promptly and fully observe, keep and perform, or cause to be observed,
kept and performed, all terms, covenants, provisions and conditions contained
in the Severance Lease to be kept and performed in all respects. Borrower
further covenants that it will not do or permit anything to be done, the doing
of which, or refrain from doing anything, the omission of which, will impair or
tend to impair the security of this Instrument or will be a default under the
Severance Lease. If Borrower shall fail at all times to fully observe, perform
and comply with all tenant’s, covenants, provisions and conditions under


 


22

















 


the
Severance Lease beyond applicable notice and cure periods set forth in the
Severance Lease, or do or permit anything to be done, the doing of which or
refrain from doing, the omission of which will impair the security of this
Instrument or will be a default under the Severance Lease beyond applicable
notice and cure periods set forth in the Severance Lease (severally, a “Severance Lease Default”), then,
upon the happening of any such event, an Event of Default shall be deemed to
have occurred pursuant to Paragraph 22(a)(vii) of the Lease Agreement and
Lender, at its option, may either:


 


(i)            accelerate the maturity of the
indebtedness secured hereby and declare the same to be immediately due and
payable and may invoke any remedies permitted by paragraph 27
and/or paragraph 39 of this Instrument; or


 


(ii)           without limiting the generality of
any other provision of this Instrument or any remedy of Lender hereunder and
without waiving or releasing Borrower from any of its obligations hereunder,
Lender may (but shall not be obligated to) take any action Lender deems
necessary or desirable to prevent or to cure any default by Borrower in the
performance of or compliance with any of Borrower’s covenants or obligations
under the Severance Lease. Upon receipt by Lender from the lessor under the
Severance Lease of any written notice of default by lessee thereunder, Lender
may rely thereon and take any action, as aforesaid, to cure such default even
though the existence of such default or the nature thereof be questioned or
denied by Borrower or by any party on behalf of Borrower.


 


(d)           Borrower hereby expressly grants to
Lender, and agrees that Lender shall have the absolute and immediate right to
enter in and upon the Property or any part thereof to such extent and as often
as Lender, in its sole discretion, deems necessary or desirable, in order to
cure a Severance Lease Default by Borrower. Lender may pay and expend such sums
of money as Lender, in its sole discretion, deems necessary for the purpose of
remedying a Severance Lease Default, and Borrower hereby agrees to pay to
Lender, upon demand, all such sums so paid and expended by Lender, together
with default interest thereon and other charges at the Default Rate set forth
in the Lease Agreement, computed from the date of payment thereof by
Lender.  Any such sum paid by Lender and
the interest thereon shall be a lien on the Property prior to any claim, lien,
right, title or interest in, to or on the Property attaching or accruing
subsequent to the lien of this Instrument, and shall be deemed to be secured by
this Instrument and evidenced by the Lease Agreement.


 


(e)           Except to the extent expressly
provided in the Lease Agreement, Borrower shall not modify, extend or in any
way alter the terms of the Severance Lease or cancel or surrender the Severance
Lease, or waive, excuse, condone or in any way release or discharge the lessor
thereunder of or from the terms, covenants, provisions and conditions by said
lessor to be done and performed; and, except to the extent expressly provided
in the Lease Agreement,  Borrower does by
these presents expressly release, relinquish and surrender unto Lender all its
right, power and authority to cancel, surrender, amend, modify or alter in any
way the terms and provisions of the Severance Lease and any attempt on the part
of Borrower to exercise any such right without the prior written consent of Lender
shall constitute a default under the terms hereof and the indebtedness secured
hereby shall, at the option of Lender, become due and payable forthwith and
without notice.


 


(f)            Borrower will promptly notify Lender
in writing in the event of the initiation of any arbitration proceeding under
and pursuant to the provisions of the Severance


 


23

















 


Lease,
it being expressly agreed that if, at the time any such arbitration proceeding
shall be initiated, a Severance Lease Default shall exist, Lender shall have,
and is hereby granted, the sole and exclusive right to designate and appoint
the arbitrator to be appointed by Borrower in such arbitration proceeding. In
addition, Borrower shall promptly deliver to Lender a copy of the determination
of the arbitrators in each such arbitration proceeding. Lender shall have the
right to participate in such arbitration proceedings in association with
Borrower or on its own behalf as an interested party;


 


(h)           Borrower will use its commercially
reasonable efforts, within fifteen (15) days after written demand by Lender,
obtain from the lessor under the Severance Lease and furnish to Lender the
estoppel certificate in recordable form of such lessor either required to be
issued by such lessor pursuant to the provisions of the Severance Lease or in
form reasonably requested by Lender;


 


(i)            Borrower will, within fifteen (15)
days after written demand by Lender, furnish Lender proof reasonably
satisfactory to Lender of payment of all items which are required to be paid by
Borrower pursuant to the Severance Lease.


 


(j)            In the event Borrower and the lessor
under the Severance Lease amend or modify the Severance Lease (but nothing
herein shall be deemed or construed as permitting Borrower to amend or modify
the Severance Lease without the express prior written consent of Lender),
Borrower shall, upon the request of Lender, (i) cause the lessor under the
Severance Lease to execute a memorandum of any such amendment or modification,
provided, however, that Borrower shall not be in default under this subparagraph  (j) so
long as Borrower is using its best efforts to obtain such executed memorandum, (ii) execute
said memorandum, (iii) cause such memorandum to be recorded (at Borrower’s
sole cost and expense), and (iv) reimburse Lender for all reasonable costs
and expenses, including reasonable attorneys’ fees, incurred in connection with
Lender’s review of any such amendment, modification or memorandum thereof;


 


(k)           Borrower will (i) upon request by
Lender promptly deposit with Lender an original executed or certified copy of
the Severance Lease and any and all documentary evidence received by it showing
compliance by Borrower with the provisions of the Severance Lease, (ii) provide
Lender an exact copy of any notice, communication, plan, specification or other
instrument or document received or given by it in any way relating to or
affecting the Severance Lease which may concern or affect the estate of the
lessor or the lessee in or under the Severance Lease or in the real estate
thereby demised, (iii) give Lender immediate notice of any receipt by it
of any notice of default from the lessor thereunder, (iv) furnish to
Lender within fifteen (15) days any and all information which it may request
concerning the performance by Borrower of the agreements, terms, conditions and
covenants of the Severance Lease or of this Instrument, and (v) permit
Lender or its agents or representatives at all reasonable times to investigate
or examine Borrower concerning such performance, and upon Borrower’s failure so
to do, Lender may, at its option, declare the Indebtedness secured hereby due
and payable at once.


 


(l)            So long as any of the Secured
Obligations shall remain unpaid, unless Lender shall otherwise in writing
consent, the fee title and the leasehold estate in the Property hereinbefore
described, shall not merge but shall always be kept separate and distinct,
notwithstanding the union of said estates either in the lessor or in the
lessee, or in a third party, by purchase or otherwise; and Borrower further
covenants and agrees that, in case it shall acquire the fee title, or any other
estate, title or interest in the Property covered by the Severance Lease,


 


24

















 


including,
without limitation, pursuant to the purchase option or right of first refusal,
if any, set forth in the Severance Lease, this Instrument shall attach to or
cover and be a lien upon such other estate so acquired, and such other estate
so acquired by Borrower shall be considered as mortgaged, assigned or conveyed
to Lender and the lien hereof spread to cover such estate with the same force
and effect as though specifically herein mortgaged, assigned or conveyed, and
spread. Upon such acquisition, Borrower, if required by Lender, at Borrower’s
sole cost and expense, shall deliver to Lender, an ALTA Lender’s Title
Insurance Policy issued by a title insurance company reasonably satisfactory to
Lender, insuring that this Instrument, as so spread to cover Borrower’s
interest in such fee property, is valid lien on Borrower’s interest therein. It
is the intention of Borrower and Lender that no documents, instruments or
agreements shall be necessary to confirm the foregoing spread of this
Instrument to cover Borrower’s interest in such fee property, as aforesaid, and
that such spreader shall occur automatically upon the consummation of Borrower’s
acquisition of such estate, title or interest in such leased property.
Notwithstanding the foregoing, Borrower shall make, execute, acknowledge and
deliver to Lender or so cause to be made, executed, acknowledged and delivered
to Lender in form reasonably satisfactory to Lender, all such further or other
documents, instruments, agreements or assurances as may be reasonably required
by Lender to confirm the foregoing spread of this Instrument to cover Borrower’s
interest in a fee property. Borrower shall pay all reasonable expenses incurred
by Lender in connection with the preparation, execution, acknowledgment,
delivery and/or recording of any such documents, including but without limiting
the generality of the foregoing, all filing, registration and recording fees
and charges, documentary stamps, mortgage taxes, intangible taxes, and
reasonable attorneys’ fees, costs and disbursements. The provisions of this subparagraph  (l) shall
not apply in the event Lender acquires the Property, except if Lender shall so
elect;


 


(m)          Within five (5) days after
Borrower’s receipt of any notice of any motion, application or effort to reject
the Severance Lease by the lessor under the Severance Lease or any trustee
arising from or in connection with any case, proceeding or other action
commenced or pending by or against any lessor under the Federal Bankruptcy Code
(the “Code”) or comparable provisions
contained in any present or future federal, state, local, foreign or other
statute, law, rule or regulation, Borrower shall give notice thereof to
Lender. Borrower hereby (i) assigns to Lender any and all of Borrower’s
rights as lessee under Section 365(h) of the Code or any comparable
provision contained in any present or future federal, state, local, foreign or
other statute, law, rule or regulation (“Comparable
Provision”), (ii) covenants that it shall not elect to
treat the Severance Lease as terminated pursuant to Section 365(h) of
the Code or any Comparable Provision without the prior written consent of
Lender and (iii) agrees that any such election by Borrower without such
consent shall be null and void;


 


(n)           Without limiting the generality of
the foregoing, Borrower hereby unconditionally assigns, transfers and sets over
to Lender all of Borrower’s claims and rights to the payment of damages arising
from any rejection by the lessor under the Severance Lease of the Severance
Lease under the Code or any Comparable Provision. Lender shall have the right
to proceed in its own name or in the name of Borrower in respect of any claim,
suit, action or proceeding relating to the right to file and prosecute, in
cooperation with Borrower, any proofs of claim, complaints, motions,
applications, notices under the Code or any Comparable Provision. This
assignment constitutes a present, irrevocable and unconditional assignment of
the foregoing claims, rights and remedies, and shall continue in effect until
all of the indebtedness and obligations secured by this Instrument shall have
been satisfied and discharged in full. Any amounts received by Lender in
damages arising out of the rejection of any Severance Lease as


 


25

















 


aforesaid
shall be applied first to all reasonable costs and expenses of Lender
(including, without limitation, reasonable attorneys’ fees) incurred in
connection with the exercise of any of its rights or remedies under this paragraph and thereafter as otherwise provided in this
Instrument;


 


(o)           If there shall be filed by or against
Borrower a petition under the Code or any Comparable Provision and Borrower, as
sublessee under the Severance Lease, shall determine to reject the Severance
Lease, Borrower shall give Lender not less than ten (10) days’ prior
notice of the date on which Borrower shall apply to the Bankruptcy Court or
other judicial body with appropriate jurisdiction for authority to reject the
Severance Lease. Lender shall have the right, but not the obligation to serve
upon Borrower within such ten (10) day period a notice stating that (i) Lender
demands that Borrower assume and assign its interests in the Severance Lease to
Lender pursuant to Section 365 of the Code or any Comparable Provision and
(ii) Lender covenants to cure or provide adequate assurance of prompt cure
of all defaults and provide adequate assurance of future performance under the
Severance Lease. If Lender serves upon Borrower the notice described in the
preceding sentence, Borrower shall not seek to reject the Severance Lease and
shall comply with the demand provided for in clause (i) of the preceding
sentence within thirty (30) days after the notice shall have been given subject
to the performance by Lender of the covenant provided for in clause (h) of
the preceding sentence. Effective upon the entry of an order for relief in
respect of Borrower under Chapter 7 of the Code or any Comparable Provision,
Borrower hereby assigns and transfers to Lender a non-exclusive right to apply
to the Bankruptcy Court or other judicial body with appropriate jurisdiction
for an order extending the period during which the Severance Lease may be
rejected or assumed;


 


(p)           Borrower hereby assigns and sets over
to Lender, as security for the obligations secured by this Instrument, all
right, title and interest in and to Borrower’s interest in the Severance Lease,
and Lender shall have the right and power to exercise such options on behalf of
Borrower at any time that Borrower could do so if, in the sole judgment of
Lender, it is appropriate to do so in order to protect Lender’s interests.  Borrower hereby grants to Lender a power of
attorney to execute and deliver such extension notices on behalf of Borrower,
it being stipulated that such power of attorney is coupled with an interest and
irrevocable for so long as this Security Instrument remains in effect.  Upon the request of Lender, Borrower shall
execute any documents or instruments reasonably requested by Lender in order to
confirm the existence of the power of attorney set forth in this subsection,
including, without limitation, a separate power of attorney in recordable form
with respect to the matters covered by this subsection.  Lender shall further have a power of
attorney, it being stipulated that such power of attorney is coupled with an
interest and is irrevocable for so long as this Security Instrument remains in
effect, to execute any and all other documents required by this Security
Instrument with respect to the Severance Lease, and to perform any and all acts
required of Borrower under this Instrument with respect to the Severance Lease,
if Borrower fails to do so promptly after demand by Lender.  Notwithstanding anything herein to the contrary,
prior to the occurrence of any Event of Default beyond any applicable cure or
grace periods set forth in the Lease Agreement, Borrower shall have such
rights, privileges and benefits with respect to the Severance Lease as set
forth in paragraph 4(c) of the Lease Agreement.


 


(q)           If the Severance Lease shall be
terminated prior to the natural expiration of its term due to a default or
event of default thereunder, and if, pursuant to any provision of the Severance
Lease or otherwise, Lender or its designee shall acquire from the lessor under
the Severance Lease a new lease of the Property, Borrower shall have no right
title or interest in or to such new lease or the leasehold estate created
thereby, or renewal privileges therein contained;


 


26

















 


(r)            Borrower has not consented and shall
not consent to the subordination of the Severance Lease to any mortgage of the
fee interest in the Property; and


 


(s)           The execution and delivery of this
Instrument is permitted under the Severance Lease and Borrower has complied
with any appropriate and/or required consents or notices in order to encumber
its Severance Leasehold Estate.


 


(t)            The Borrower shall maintain the
insurance as required by the Severance Sublease covering the Property as
required by paragraph 5 hereof for the benefit
of Borrower and Lender (and such other persons required by the Lease
Agreement).  Borrower will give prompt
notice to Lender of termination of or interruption in such coverage and, in
that event, will provide replacement insurance as required by the Severance
Sublease and paragraph 5 hereof for the benefit
of Borrower and Lender (and such other persons required by the Lease
Agreement).


 


40.11      COUNTERPARTS.  This Instrument may be executed in any number
of duplicate originals and each duplicate original shall be deemed to be an
original.


 


40.12      WRAP-AROUND MORTGAGE.


 


(a)           The Secured
Obligations wrap-around and include the indebtedness secured by that certain
Mortgage, Assignment of Rents, Security Agreement and Fixture Filing made by
Borrower in favor of 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP and
intended to be recorded with the Office of the City Register, New York County
prior to the recording of this Instrument, which mortgage is a lien upon the
Property (the “Underlying Mortgage”)
securing a note of even date (the “Underlying Note”)
in the original principal amount of ONE HUNDRED SEVENTY FIVE MILLION AND 00/100
DOLLARS ($175,000,000.00).  The lien of
this Instrument is junior and subordinate to the lien of the Underlying Mortgage,
as the same may be amended, extended, supplemented or modified from time to
time.  Paragraph 31(d) of the Lease
Agreement shall apply with respect to any rights or obligations of Borrower
with respect to payments made by Borrower to the holder of the Underlying Note
and the Underlying Mortgage.


 


(b)           The Mortgagee, by its execution of
this Instrument hereby agrees to apply the applicable portion of the payments
received from the Borrower pursuant to the terms of the Lease Agreement towards
payment of any applicable sums payable and due in accordance with the terms of
the Underlying Note, as same may be amended, restated, modified or supplemented
from time to time.


 


(c)           Upon Lender’s request, Borrower
agrees to separate the indebtedness secured by this Instrument (including, but
not limited to, severing and/or splitting this Instrument into one or more
liens) so that the Secured Obligations no longer include the indebtedness
secured by the Underlying Mortgage (i.e, de-wrapping the lien of this Instrument
from the lien of the Underlying Mortgage) and, in connection therewith,
Borrower shall deliver to Lender an affidavit (pursuant to Section 255 of
the New York Real Property Law or any other applicable law of the State of New
York) and such other documents and instruments as Lender may reasonably
request, provided, however, that (i) the maximum principal indebtedness
secured by this Instrument following such event shall not in the aggregate
exceed the difference between (x) the original maximum principal indebtedness
secured by this Instrument as of the date


 


27

















 


hereof
and (y) the original maximum principal indebtedness secured by the
Underlying Mortgage as of the date hereof (which such difference equals $75,000,000.00),
(ii) such agreements do not increase the liabilities and obligations of
Borrower under any of the Loan Document nor diminish the Borrower’s rights
under any of the Loan Document, other than to a deminimus extent, and (iii) Borrower
shall pay all of Lender’s costs incurred as a result of this subparagraph  (b) to the
extent provided in Section 31(a)(ii) of the Lease.


 


40.13      RECOGNIZED MORTGAGE.  Notwithstanding anything herein to the
contrary, (A) insurance proceeds/condemnation awards with respect to the
Property shall not be disposed or applied in a manner inconsistent with the
terms of the Severance Lease; (B) Lender shall provide written notice to
42DP of any defaults under this Instrument in accordance with Paragraph 31(c) of
the Severance Lease and shall permit 42DP the right to cure any such default
and upon such cure 42DP shall be subrogated to the rights of the Lender to the
extent of such cure; (C) this Instrument shall not be modified, amended,
extended or consolidated without delivering a copy thereof to 42DP; (D) this
Instrument shall not extend to, affect, or be a lien or encumbrance upon, the
estate and interest of 42DP in the Demised Premises or the Common Elements (as
such terms are defined in the Severance Lease), in the Severance Lease or any
part thereof; and (E) this Instrument shall at all times be subject and
subordinate to (i) the Severance Lease, and (ii) the Condominium
Documents and to the Board of Managers’ Liens, the NYTC Board of Managers’
Liens and the FC Board of Managers’ Liens (as such terms are defined in the
Condominium Documents); and (F) the Lender (and its successors and
assigns) will take title to the Property subject to the Condominium Documents.


 


40.14      ASSIGNMENT.


 


(a)           In consideration of the making of the
Loan by Lender to the Borrower and for other good and valuable consideration,
receipt and sufficiency of which hereby are acknowledged, effective immediately
after the recording of this Instrument, automatically and without further
action by ESDC, ESDC shall and does hereby resign as co-mortgagee hereunder and
assign unto Lender, all of ESDC’s right, title and interest under this
Instrument as co-mortgagee, such assignment being made without recourse,
representation or warranty by ESDC, in any case or event or for any purpose
whatsoever.


 


(b)           By executing this Instrument,
effective immediately after the recording of this Instrument, automatically and
without further action by Lender, (i) Lender consents to and accepts ESDC’s
resignation pursuant to this paragraph 40.14,
(ii) Lender accepts the assignment by ESDC of all of ESDC’s right, title
and interest under this Instrument as co-mortgagee hereunder and (iii) Lender,
as successor mortgagee, does assume and agree to be bound by all of the terms
and conditions of this Instrument, and all of the obligations under this
Instrument applicable to it in such capacity as mortgagee hereunder.


 


(c)           The foregoing assignment and
assumption shall be and is self-executing, effective immediately after the
recording of this Instrument, automatically and without more, and no further
act shall be or is required by any of the parties to this Instrument to
effectuate the foregoing assignment and assumption.  In confirmation of the foregoing, the parties
shall execute a separate assignment of this Instrument, which is intended to be
recorded in the City Register’s Office, after the recording of this Instrument.


 


(d)           The Borrower acknowledges that ESDC
is entering into this Instrument as co-mortgagee solely as an accommodation to
the Borrower and Lender and that ESDC shall have


 


28

















 


absolutely
no obligations, responsibilities or liabilities hereunder whatsoever to the
Borrower, the Lender and/or any third parties other than to record this
Instrument in the City Register’s Office.


 


(e)           Borrower indemnifies, defends and
holds ESDC and Mortgagee harmless from and against any and all claims, losses,
damages, costs, expenses, suits and demands, including without limitation,
reasonable attorneys fees, court costs and disbursements, arising from or
relating to ESDC’s acting as co-mortgagee hereunder.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


 


29

















 


IN
WITNESS WHEREOF, Borrower, Lender and ESDC have executed this Instrument or has
caused the same to be executed by its representatives thereunto duly
authorized.


 


 


	
   

  	
  NYT
  REAL ESTATE COMPANY LLC,

  
	
   

  	
  a
  New York limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kenneth
  A. Richieri

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )ss.:

  	
   

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  
					



 


On the           day of
March, in the year 2009, before me, the undersigned, personally appeared
Kenneth A. Richieri, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


30

















 


 


	
   

  	
  CO-MORTGAGEE:

  
	
   

  	
   

  
	
   

  	
  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:

  	
  Jason
  E. Fox

  
	
   

  	
  Title:

  	
  Executive
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE
  OF NEW YORK

  	
  )

  	
   

  	
   

  
	
   

  	
  )ss.:

  	
   

  	
   

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  	
   

  
					



 


On the         day of March, in the
year 2009, before me, the undersigned, personally appeared Jason E. Fox,
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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


31

















 


	
   

  	
  CO-MORTGAGEE:

  
	
   

  	
   

  
	
   

  	
  NEW
  YORK STATE URBAN DEVELOPMENT

  CORPORATION, D/B/A/ EMPIRE STATE

  DEVELOPMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  STATE
  OF NEW YORK

  	
  )

  	
   

  	
   

  
	
   

  	
  )ss.:

  	
   

  	
   

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  	
   

  
					



 


On the        day of March, in the
year 2009, before me, the undersigned, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


32

















 


Exhibit A


 


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


 


33

















 


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

  	
  %

  



 


34

















 


Exhibit B


 


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 Borrower 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 Borrower 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 Borrower 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”).


 


35
















 


EXHIBIT O


 


WRAP
MORTGAGE AFFIDAVITS


 


AFFIDAVIT PURSUANT TO SECTION 255



OF THE TAX LAW OF THE STATE
OF NEW YORK


 


	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  )
  ss.:

  	
   

  
	
   

  	
   

  	
   

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  



 


I, Kenneth A. Richieri, being duly sworn,
depose and say under oath pursuant to Section 255 of the Tax Law of the
State of New York that:


 


1.             I
have a business address of an office at c/o The New York Times Company, 620
Eighth Avenue, New York, New York 10018, and that I am a citizen of the United
States of America and that I am over 21 years of age.


 


2.             I
am a Manager of NYT REAL ESTATE COMPANY LLC, a New York limited liability
company, having an address at  c/o The New York Times Company, 620 Eighth Avenue, New York, New York
10018 (the “Company”), and that I am familiar
with the facts set forth herein.


 


3.             620
EIGHTH NYT (NY) LIMITED PARTNERSHIP, a Delaware limited partnership (the “Lender”), is the holder of and mortgagee under the mortgages
more particularly described in Schedule 1 attached hereto (collectively, the “Mortgage”) covering certain premises located at 620-628 8th
Avenue, 263-267 and 241-261 West 40th Street, 242-244 West 41st Street, 231-235
West 40th Street, 248-256, 260-262 and 268 West 41st Street, 634 and 630-632
8th Avenue, New York, New York.


 


4.             The
Company and Lender executed that certain Amendment to Wrap-Around Mortgage,
Security Agreement and Fixture Filing dated as of March       ,
2009 and to be recorded simultaneously herewith (the “Modification
Agreement”).


 


5.             No re-loans of re-advances have become
secured under the Mortgage to the date hereof and the Modification Agreement
does not create nor secure any new or further indebtedness or obligation.


 


WHEREOF, I respectfully request that the Modification Agreement
tendered herewith for recording be declared exempt from taxation pursuant to Section 255
of Article 11 of the Tax Law of the State of New York.


 


1

















 


IN WITNESS WHEREOF, the undersigned has executed this Affidavit as of
the            day of March,
2009.


 


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kenneth A. Richieri

  
	
   

  	
   

  	
   

  
	
  Sworn to before me this

  	
   

  	
   

  
	
     day
  of March, 2009.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
       Notary
  Public

  	
   

  	
   

  






 


2

















 


SCHEDULE 1


Description of Mortgage(s)


 


Wrap-Around Mortgage, Security Agreement and Fixture
Filing made on March       , 2009 by the
Company to New York State Urban Development Corporation, D/B/A/ Empire State
Development Corporation, a corporate governmental agency of the State of New
York constituting a political subdivision and public benefit corporation, as
co- mortgagee (“ESDC”) and Lender, as co-mortgagee, and intended to be recorded
in the Office of the Register The City of New York, as assigned by Assignment
of Wrap-Around Mortgage, Security Agreement and Fixture Filing made on March       ,
2009 by ESDC to Lender and intended to be recorded in the Office of the
Register The City of New York.


 


3
















 


EXHIBIT P


 


NYC TRANSIT AUTHORITY ESTOPPEL


 


February       ,
2009


 


The
New York Times Building LLC


620
Eighth Avenue


New
York, New York 10018


 


NYT
REAL ESTATE COMPANY LLC


620
Eighth Avenue


New
York, New York 10018


 


620 EIGHTH NYT (NY) LIMITED PARTNERSHIP


do
W. P. Carey & Co. LLC, 50 Rockefeller Plaza


New
York, New York 10020


 


Re:                           Estoppel Certificate


 


To
Whom It May Concern:


 


Reference
is made to the Agreement dated as of December 12, 2001 (the “Agreement”)
by and among The New York Times Building LLC (“Owner” or “Borrower”), The New
York City Transit Authority (“Authority”), 42nd St.
Development Project, Inc. and the New York City Economic Development
Corporation.  All initially capitalized
terms that are defined in the Agreement and used but not defined herein shall
have the meanings set forth for such terms in the Agreement.


 


The
Authority certifies pursuant to Article Twenty-Sixth of the Agreement that
as of this date:


 


1.                                     The Agreement is unmodified and is in full
force and effect.


2.                                     No notice of default or notice of termination
of the Agreement has been served on Owner by the Authority.


3.                                     To the Authority’s knowledge, no default upon
the part of Owner exists under the Agreement.


 


 


Very
truly yours,


 


NEW
YORK CITY TRANSIT AUTHORITY


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  Roco Krsulic

  	
   

  
	
   

  	
   

  	
  Title:
  Director of Real Estate

  	
   

  



 


1
















 


EXHIBIT Q


 


SUBORDINATION OF MANAGEMENT AGREEMENT


 


ASSIGNMENT OF MANAGEMENT AGREEMENT


AND CONSENT AND SUBORDINATION OF MANAGER


 


THIS
ASSIGNMENT OF MANAGEMENT AGREEMENT AND CONSENT AND SUBORDINATION OF MANAGER (as
the same may from time to time hereafter be modified, supplemented or amended,
the “Assignment”) is made as of March    
, 2009, by and among NYT REAL ESTATE COMPANY LLC, a New York limited
liability company, having an address at c/o The New York Times Company,
620 Eighth Avenue, New York, New York, 10018 (“Tenant”), and FIRST NEW YORK PARTNERS MANAGEMENT, LLC, a New
York limited liability company, having an address at One MetroTech Center
North, Brooklyn, New York, 11201 (together with its permitted successors and
assigns, “Manager”), for the benefit of 620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP, a Delaware limited partnership, having an office address at c/o W.P. Carey & Co. LLC, 50
Rockefeller Plaza, 2nd Floor, New York, New York, 10020 (“Landlord”).


 


RECITALS


 


A.            Landlord has agreed to enter into a sale-leaseback
financing transaction with Tenant (the “Transaction”), with Landlord’s
collateral being evidenced by, among other things, all of which are dated as of
the date hereof, that certain Lease Agreement (the “Lease”), that
certain Assignment and Assumption of Sublease (the “Assumption”), and
that certain Wrap-Around Mortgage, Assignment of Rents, Security Agreement and
Fixture Filing (as modified, amended, supplemented, extended or consolidated,
and any documents(s) issued in exchange therefor or in replacement thereof, the
“Security Instrument”), which Security Instrument grants a lien on the
real property described in Exhibit A attached to this Assignment and the
improvements located thereon (collectively, the “Property”).  The Security Instrument and the other
documents executed in connection with the Transaction, including this
Assignment, collectively are referred to as the “Transaction Documents.”  Notwithstanding the foregoing, the term “Transaction
Documents” will not include any certificate and indemnity agreement regarding
hazardous substances entered into by Tenant in connection with the Transaction.


 


B.            Pursuant to that certain NYTC
Facility Maintenance and Management Agreement dated January 4, 2007, by and
between Tenant and Manager, as amended by (i) that certain Amendment to an
Agreement dated as of May 1, 2008, and (ii) that certain side letter agreement
dated as of May 15, 2008 (collectively, and as the same may be amended or
modified further with Landlord’s consent as provided herein, the “Existing
Management Agreement”), Tenant has employed Manager to manage, supervise
and maintain the Property and Manager is entitled to certain management fees
(the “Management Fees”) thereunder.


 


C.            Landlord requires as a condition to
entering into the Transaction that Tenant assign Tenant’s interest in the
Management Agreement to Landlord and Manager subordinate 


 


1

















 


the
Management Agreement and its interest in the Management Fees, in lien and
payment, to the Security Instrument as set forth below.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto, intending to be bound
legally, agree as follows:


 


1.             Assignment of Management Agreement.  Tenant hereby absolutely and unconditionally
assigns to Landlord all of Tenant’s right, title and interest in, to and under
the Existing Management Agreement and all present and future agreements
relating to the management or operation of the Property (collectively, the “Management
Agreement”).  This Assignment
constitutes a present and absolute assignment and not an assignment for
security purposes only.  Notwithstanding
the foregoing, Landlord hereby grants Tenant a license to exercise all rights
of Tenant under the Management Agreement until the occurrence of an Event of
Default under the Lease and/or the Security Instrument.  Upon the occurrence and during the
continuance of any Event of Default, the foregoing license shall be deemed revoked
immediately.


 


2.             Tenant’s Covenants.  Tenant represents, warrants and covenants to
and with Landlord that: (a) Tenant has not assigned and will not assign any of
its right, title or interest in, to or under the Management Agreement to anyone
other than Landlord; (b) Tenant’s right, title and interest in, to and under
the Management Agreement is not subject to any claim, setoff, lien, deduction
or encumbrance of any nature (other than the encumbrances created by the
Transaction Documents); (c) except for the Existing Management Agreement,
Tenant shall not enter into any Management Agreement without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed; (d) Tenant shall deliver to Landlord a complete copy of each
Management Agreement, promptly following its execution; (e) Tenant shall
promptly obtain and deliver to Landlord such consents, subordinations and
agreements of Manager, in form and content reasonably satisfactory to Landlord,
as Landlord may request from time to time; (f) Tenant shall give prompt notice
to Landlord of any notice or information that Tenant receives that indicates
that Manager is terminating or assigning its Management Agreement or that
Manager otherwise is discontinuing its management of the Property; (g) Tenant
shall not make any changes in or amendments to any Management Agreement without
the prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed; (h) Tenant shall not tender or accept a
surrender or cancellation of the Management Agreement without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed; (i) Tenant has full power and authority to make this Assignment; (j) Tenant
shall make all required payments and otherwise perform its obligations under
the Management Agreement; (k) Tenant shall give immediate notice to Landlord of
any notice of default served by or upon Tenant with respect to the obligations
under the Management Agreement; and (l) at its sole cost and expense, Tenant
shall use commercially reasonable efforts to 


 


2

















 


enforce
or secure the performance of each and every material obligation of Manager to
be kept or performed under the Management Agreement.


 


3.            Landlord’s Right to
Replace Manager.


 


(a)          Right to Replace After
Event of Default.


 


(i)            At
any time after the occurrence and during the continuance of an Event of
Default, in addition to all the rights and remedies to which Landlord is
entitled under the Security Instrument and the other Transaction Documents,
Landlord, at the option of Landlord exercised by written notice to Tenant and
the then-current Manager, may: (A) require that all rents, security deposits,
issues, revenues, income, penalties, proceeds and profits of the Property
collected by Manager pursuant to the Management Agreement be applied in
accordance with Landlord’s written directions to Manager or payable to Landlord
upon demand, and Manager shall be entitled to rely conclusively on any such
notice that Manager believes, in good faith, to be from Landlord, without any
further inquiry and without any liability to Tenant; (B) terminate the
Management Agreement in accordance with Section 10 of the Existing Management
Agreement, and require Manager (at no material cost to Manager) to transfer its
responsibility for the management of the Property to any other person or entity
selected by Landlord in Landlord’s sole and absolute discretion; or (C) require
Manager to continue performance under its Management Agreement.  This Assignment shall constitute a direction
to and full authority to the Manager under the Management Agreement to act at
Landlord’s written direction and otherwise perform on Landlord’s behalf under
the Management Agreement, without proof of the Event of Default or otherwise
and without liability therefor to Tenant. 
All such notices shall be effective immediately upon delivery unless
otherwise specified.


 


(ii)           If
Landlord shall exercise its right to require Manager to continue performance
under the Management Agreement, such Manager will perform the obligations
specified to be performed by it under the Management Agreement for the benefit
and at the written direction of Landlord, notwithstanding any counterclaim,
right of set-off, claim for additional payment, defense or like right of
Manager against Tenant or Tenant’s default (including non-payment) under, or
breach of, the Management Agreement; provided, however, that Manager receives
the compensation provided for in the Management Agreement, as applicable, for
services performed for Landlord after notice from Landlord that it is
exercising its rights (and Landlord shall not be liable for any amounts due or
arising from activities occurring prior to the date that Landlord delivers said
notice).


 


(iii)          If
Landlord shall exercise its right to require Manager to continue performance
under the Management Agreement, Landlord shall have the right, at any time
thereafter, to terminate the Management Agreement in accordance with Section 10
of the Existing Management Agreement.


 


3

















 


(iv)          Landlord
shall not be liable for any action or omission of any owner of the Property
(other than Landlord, if it is the owner), bound by any amendment or
modification of the Management Agreement made without Landlord’s prior written
consent or subject to any counterclaim or claims which Manager might or is
entitled to assert against Tenant.


 


(v)           If
Landlord succeeds to the interests of Tenant, and in the event Landlord
exercises its option to terminate the Management Agreement, except as provided
for in Section 10 of the Existing Management Agreement, no fee, charge, penalty
or other compensation shall be due and payable by Landlord to Manager as a
result thereof.


 


(vi)          In
the event and during the continuance of an Event of Default, Landlord may, but
shall not be obligated to, assume any or all of the obligations of Tenant under
the Management Agreement (first arising from and after the date of Landlord’s
election) and/or exercise the rights, benefits and privileges of Tenant under
the Management Agreement.  Manager shall
be entitled to rely conclusively upon any written notice that Manager believes,
in good faith, to be from Landlord that Landlord has assumed all of the rights
and obligations of Tenant (first arising from and after the date of Landlord’s
election) under the Management Agreement without any inquiry into whether an
Event of Default exists and without any liability to Tenant.  Under no circumstances shall Landlord be
deemed by any party to have assumed Tenant’s rights and obligations under the
Management Agreement unless and until such written notice is delivered to
Manager in accordance with the foregoing provision.


 


(vii)         Landlord
shall have the right at any time, but shall have no obligation, to take in its
name or in the name of Tenant, or otherwise, such action as Landlord may at any
time or from time to time determine to be reasonably necessary to cure any
default under the Management Agreement or to protect the rights of Tenant or
Landlord thereunder.  Landlord shall
incur no liability to Tenant if any action taken by Landlord or on Landlord’s
behalf in good faith pursuant to this Assignment shall prove to be in whole or in
part inadequate or invalid.  Tenant
hereby agrees to protect, defend, indemnify and hold Landlord and its
affiliated entities free and harmless for, from and against any and all loss,
cost, liability or expense (including, but not limited to, attorneys’,
paralegals’ and accountants’ fees) to which Landlord may be exposed, or that
Landlord may incur, in exercising any of its rights under this Assignment,
unless caused by the intentional misconduct or negligence of Landlord.


 


(viii)        Tenant
hereby irrevocably constitutes and appoints Landlord its true and lawful
attorney-in-fact in Tenant’s name or in Landlord’s name, or otherwise, to, from
and after the occurrence and during the continuance of an Event of Default by
Tenant, to enforce all of the rights of Tenant under the Management
Agreement.  It hereby is recognized that
the power of attorney herein granted is coupled with an interest and shall not
be revocable so long as any sums are outstanding under the Security Instrument.


 


4

















 


(ix)           Notwithstanding
anything to the contrary contained herein, Landlord shall have no right under
this Assignment to assume the Management Agreement or to exercise any rights,
benefits or privileges of Tenant under the Management Agreement until an Event
of Default occurs under the Transaction Documents and only for so long as an
Event of Default shall be continuing.


 


4.             Consent, Covenants and Agreements of Manager.  Manager hereby acknowledges and consents to
this Assignment and agrees that Manager will act in conformity with the
provisions of this Assignment and Landlord’s rights hereunder or otherwise
related to the Management Agreement.  In
the event that the responsibility for the management of the Property is
transferred from Manager in accordance with the provisions hereof, Manager
shall, and hereby agrees to, cooperate fully (at no material cost to Manager)
in transferring its responsibility to a new management company and effectuate
such transfer no later than 30 days after the effective date of any termination
of the Management Agreement in accordance with this Assignment and/or Section 10
of the Existing Management Agreement. 
Further, Manager hereby agrees: (a) not to contest or impede the
exercise by Landlord of any right it has under or in connection with this
Assignment or the other Transaction Documents; (b) that Manager shall, in the
manner provided for in this Assignment, give at least 30 days’ prior written
notice to Landlord of its intention to terminate the Management Agreement or
otherwise discontinue its management of the Property; and (c) Manager shall
give immediate notice to Landlord of any notice of default served by or upon
Manager with respect to the obligations under the Existing Management
Agreement.  Manager further agrees that
no modifications or amendments to the Existing Management Agreement shall be
binding upon Landlord without the prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed.  If Manager is an affiliate of Tenant, Manager
agrees that it will not terminate the Existing Management Agreement and will
not cease to perform its services thereunder for any reason, including, but not
limited to, Tenant’s failure to make any payments to Manager or other breach or
default, without first obtaining the prior written consent of Landlord.


 


5.             Subordination of Management Fees.  Manager agrees that the liens of the Security
Instrument and the other Transaction Documents, and Landlord’s right to payment
under same, shall be superior to and have priority over the Existing Management
Agreement, as well as any claim, security interest or right to payment of
Manager arising out of or in any way connected with its services performed
under the Existing Management Agreement or the Management Fees. In furtherance
of the foregoing, Manager hereby fully and completely subordinates to the liens
of the Security Instrument and the other Transaction Documents, and to Landlord’s
right to payment under the Security Instrument and the other Transaction
Documents, the following: (a) the Existing Management Agreement; (b) any such
claim or security interest Manager may now or hereafter have against the
Property and/or the rents, issues, profits and income therefrom; and (c) any right
to payment of the Management Fees 


 


5

















 


arising
out of or in any way connected with its services performed under the Existing
Management Agreement.


 


6.             Obligations of Landlord.  Manager expressly acknowledges that, except
as otherwise provided herein, by accepting this Assignment or by exercising any
of its rights under this Assignment, Landlord assumes no obligations or
liabilities of Tenant under the Existing Management Agreement and that Landlord
shall have no obligation to Manager to exercise its rights under this
Assignment or to declare a default under this Assignment, the Security
Instrument or any of the other Transaction Documents, but that the right and
option to exercise such rights or to declare a default rests in the sole and
absolute discretion of Landlord.


 


7.             Tenant’s Obligations under the Management
Agreement; Indemnification. 
Neither this Assignment nor any action or actions on the part of
Landlord (including, without limitation, any assumption by Landlord of the
rights and obligations under the Management Agreement pursuant to the
provisions of this Assignment) shall relieve Tenant of any obligation under the
Management Agreement and Tenant shall continue to be primarily liable for all
obligations thereunder.  Tenant hereby
agrees to perform each and all of its obligations under the Management
Agreement. Tenant hereby agrees to protect, defend, indemnify and hold Landlord
free and harmless for, from and against any and all loss, cost, liability or
expense (including, but not limited to, reasonable attorneys’ fees, paralegals’
fees and accountants’ fees) resulting from any failure of Tenant to so perform
under the Management Agreement.


 


8.             New Manager.  If (a) Manager is replaced with a new manager
(the “New Manager”) in accordance with the terms and provisions of this
Assignment, and (b) Tenant shall have entered into a new management agreement
with New Manager (the “New Management Agreement”) upon terms reasonably
acceptable to Landlord in all respects, then Tenant shall execute, and shall
cause New Manager to execute, an agreement assigning the New Management
Agreement to Landlord, subordinating the New Management Agreement and the terms
thereof, including but not limited to New Manager’s right to payment of
management fees, and containing certain other agreements of Tenant and New
Manager, such agreement to be substantially in the form of this Assignment.


 


9.             Estoppel.  Tenant and Manager represent and warrant
that: (a) the Existing Management Agreement attached hereto as Exhibit B is in
full force and effect and has not been modified, amended or assigned; (b) to
the knowledge of the representing party, neither Manager nor Tenant is in
default under any of the terms, covenants or provisions of the Existing
Management Agreement and neither Manager nor Tenant knows of any event which,
but for the passage of time or the giving of notice or both, would constitute
an event of default under the Existing Management Agreement; (c) neither
Manager nor Tenant has commenced any action or given or received any notice for
the purpose of terminating the Existing Management Agreement; (d) the Existing
Management Agreement has been executed by the 


 


6

















 


duly
authorized officers of Tenant and Manager, respectively; and (e) the Existing
Management Agreement is a valid, binding and enforceable obligation of Manager
and Tenant, respectively, subject to bankruptcy, insolvency, reorganization and
similar laws affecting creditors’ rights generally and to general principles of
equity.


 


10.          Miscellaneous.


 


(a)           Successors and Assigns.  This Assignment shall be binding upon and
inure to the benefit of Landlord, Tenant and Manager and their respective
successors and assigns.  The foregoing
sentence shall not be construed to permit Tenant to assign the Transaction
except as otherwise permitted under the Security Instrument.


 


(b)          Further Assurances.  Each of Tenant and Manager covenants and
agrees to make, execute and deliver all such further or additional instruments
as may be necessary to satisfy the intents and purposes hereof and to perfect
this Assignment.


 


(c)           Waivers; Amendments.  Any term, covenant, agreement or condition of
this Assignment may be amended or waived if such amendment or waiver is in
writing and is signed by Tenant, Manager and Landlord.  No failure or delay by Landlord in exercising
any right hereunder shall operate as a waiver thereof or of any other right nor
shall any single or partial exercise of any such right preclude any other
further exercise thereof or of any other right. 
Unless otherwise specified in any such waiver or consent, a waiver or
consent given hereunder shall be effective only in the specific instance and
for the specific purpose for which given.


 


(d)          Notices.  Any and all notices given in connection with
this Assignment shall be deemed adequately given only if in writing and
addressed to the party for whom such notices are intended at the addresses set
forth below.  All notices shall be sent
by personal delivery, Federal Express or other nationally-recognized overnight
messenger service, or first class registered or certified mail, postage
prepaid, return receipt requested.  A
written notice shall be deemed to have been given to the recipient party on the
earlier of: (a) the date it is delivered to the address required by this
Assignment; (b) the date delivery was refused at the address required by this
Assignment; or (c) with respect to notices sent by mail, upon the first to
occur of receipt or the expiration of three days after deposit in the United
States Postal Service mail.  Any and all
notices referred to in this Assignment, or which either party desires to give
to the other, in the case of notices given to Tenant or Manager, shall be addressed
as set forth in the Management Agreement. 
Any notice sent to Landlord hereunder also should be sent simultaneously
and in like fashion to: Joseph M. Marger, Esq., Reed Smith LLP, 599 Lexington
Avenue, 29th Floor,
New York, New York, 10022.


 


Any party hereto may, by
notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.


 


7

















 


(e)           Severability.  If any provision or obligation under this
Assignment shall be determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable, that provision shall be deemed severed from
this Assignment and the validity, legality and enforceability of the remaining
provisions or obligations shall remain in full force as though the invalid,
illegal or unenforceable provision had never been a part of this Assignment.


 


(f)            Cumulative Rights.  The rights, powers and remedies of Landlord
under this Assignment shall be in addition to all rights, powers and remedies
given to Landlord under any of the Transaction Documents, all of which rights,
powers and remedies shall be cumulative and may be exercised successively or
concurrently without impairing Landlord’s rights hereunder.


 


(g)           Governing Law.  This Assignment shall be governed, construed,
applied and enforced in accordance with the laws of the State of New York,
without regard to its conflicts of law principles.


 


(h)           Counterparts.  This Assignment may be executed in counterparts,
each of which shall be deemed an original instrument and all of which when
taken together shall constitute but one agreement.


 


(i)            Consent to Jurisdiction.  Each of Tenant, Landlord (by accepting this
Assignment) and Manager irrevocably submits to the jurisdiction of  any state or federal court sitting in the
state where the Property is located over any suit, action, or proceeding
brought by Landlord to exercise any of its rights under this Assignment.  Each of Tenant, Landlord (by accepting this
Assignment) and Manager irrevocably waives, to the fullest extent permitted by
law, any objection that Manager, Landlord (by accepting this Assignment) or
Tenant may now or hereafter have to the laying of venue of any such suit,
action or proceeding brought in any such court and any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.


 


11.          WAIVER OF JURY TRIAL.  LANDLORD, MANAGER AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THE TRANSACTION, THIS ASSIGNMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR
ACTIONS OF LANDLORD, MANAGER OR TENANT. 
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LANDLORD TO MAKE THE
TRANSACTION TO TENANT.


 


8

















 


12.           Existing Manager.  The parties to this Agreement understand and
agree that the Manager is entering into this Assignment only in connection with
the Existing Management Agreement. 
Accordingly, and notwithstanding anything to the contrary set forth in this
Assignment or otherwise, the Manager shall have absolutely no obligations or
liabilities whatsoever under this Assignment or otherwise to Landlord and/or
Tenant with respect to any Management Agreement other than the Existing
Management Agreement.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


9

















 


IN
WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
and year first written above.


 




	
  TENANT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NYT
  REAL ESTATE COMPANY LLC, a

  
	
   

  	
   

  	
  New
  York limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  MANAGER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST
  NEW YORK PARTNERS

  
	
   

  	
   

  	
  MANAGEMENT,
  LLC, a New York
  limited

  
	
   

  	
   

  	
  liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						






 


10
















 


EXHIBIT A


 


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;


 


11

















 


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.


 


12

















 


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

  	
  %

  



 


13
















 


EXHIBIT R


 


ASSIGNMENT
AND ASSUMPTION OF MANAGEMENT AGREEMENT


 


This ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT
(the “Assignment”) dated as of March   , 2009 (the “Effective Date”)
by and between NYT REAL ESTATE COMPANY LLC (“Assignor”), a New York limited
liability company, having an office c/o The New York Times Company, 620 Eighth
Avenue, New York, New York  10018,  and NYT BUILDING LEASING COMPANY LLC (“Assignee”),
a New York limited liability company, having an office c/o The New York Times
Company, 620 Eighth Avenue, New York, New York 10018.


 


W
I T N E S S E T H :


 


WHEREAS, Assignor and
First New York Partners Management, LLC, a New York limited liability company (“First
NY”), have entered into that certain Management Agreement, between Assignor,
as owner, and First NY, as agent, dated as of April 4, 2008 (the “Management
Agreement”) with respect to the management, supervision and maintenance of
approximately 185,502 square feet of office space located on Floors 22 through
27 of the building located at 620 Eighth Avenue, New York, New York;


 


WHEREAS, Assignor wishes to
assign all of its right, title and interest in and to the Management Agreement
to Assignee, and Assignee wishes to assume all such right, title and interest.


 


NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and sufficiency of which are
hereby 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 Management
Agreement. References herein to any document or instrument shall refer to the same as it may be amended, modified,
supplemented, extended, renewed or assigned.


 


2.             Assignor
hereby assigns, grants, bargains, sells and transfers all of its right, title
and interest in and to the Management
Agreement, together with any and all amendments, extensions and renewals
thereof, and together with all rights and obligations accrued or to accrue
under said Management Agreement
to Assignee and its successors and assigns, TO HAVE AND TO HOLD the same unto
Assignee, its permitted successors and assigns for all the rest of the term of
the Management Agreement.


 


3.             Assignee
hereby assumes the duties and obligations and agrees to perform and comply with
all of the covenants and conditions of the Management Agreement to be performed
or complied with by the Owner thereunder, as if Assignee had originally
executed the Management Agreement
as the Owner thereunder.


 


1

















 


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


 


5.             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.


 


6.             By
affixing its signature to this Assignment, FIRST NY hereby: (i) consents to this
Assignment; (ii) agrees to forever release Assignor from any and all
liability accruing under the Management Agreement from and after the date
hereof; and (iii) represents that all monies owing to First NY under the
Management Agreement up to the date hereof have been paid in full and that to
First NY’s knowledge there exists no default under the Management Agreement on
the part of Assignor, or event which with the giving of notice or the passage
of time would constitute a default thereunder.


 


7.             Assignor (i) agrees (for itself and its successors
and assigns) to forever release First NY from any and all liability accruing
under the Management Agreement prior to the date hereof and (ii) represents
that all monies owing by Assignor to First NY under the Management Agreement up
to the date hereof have been paid in full and that to Assignor’s knowledge there
exists no default under the Management Agreement on the part of Assignor or
First NY, or event which with the giving of notice or the passage of time would
constitute a default thereunder.


 


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


 


9.             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.


 


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


 


11.           This
Assignment may be executed in counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.


 


2

















 


IN WITNESS WHEREOF,
the parties hereto have signed and delivered this Assignment as of the date
first set above.


 




	
   

  	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NYT REAL ESTATE COMPANY
  LLC,

  
	
   

  	
   

  	
  a New York limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 


 




	
   

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NYT BUILDING LEASING COMPANY

  
	
   

  	
   

  	
  LLC, a New York limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 


 


FIRST NY sets forth its
signature below only to acknowledge its agreement to the terms of paragraph 6
of this Assignment.


 


 


FIRST NEW YORK PARTNERS
MANAGEMENT, LLC,


a New York limited liability
company


 


 




	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  






 


3
















 


EXECUTION COPY


 


EXHIBIT S


 


SELLER
CERTIFICATE


 


SELLER’S/LESSEE’S CERTIFICATE


 


This Seller’s/Lessee’s
Certificate of NYT REAL ESTATE COMPANY LLC, a New York limited liability
company (“Seller”), is being delivered on this
       day of March, 2009, to 620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP, a Delaware limited partnership (“Purchaser”), in
connection with the sale by Seller to Purchaser and the leasing by Purchaser to
Seller of Seller’s interest in that certain leasehold condominium situate in
New York, New York, as more particularly described on Schedule 1
attached hereto and made a part hereof (the “Property”).


 


A.                                   Seller’s
Representations.


 


Seller hereby makes the
following representations and warranties to Purchaser with the understanding
that each such representation and warranty is material and is being relied upon
by Purchaser:


 


1.                                       Corporate
Status.


 


(a)                                  Seller
is a limited liability company that is duly
organized, validly existing and in good standing under the laws of New
York.  Seller’s principal place of
business is 620 Eighth Avenue, New York, New York, 10018.  Seller is, and has been since its
formation, in compliance with the terms of its articles of organization and its
Operating Agreement.


 


(b)                                 Seller has full power, authority and legal right (i) to
sell its interest in the Property to Purchaser, (ii) to execute and
deliver that certain Landlord Mortgage (as defined in the Lease) as well as
that certain Purchase and Sale Agreement (“PSA”) and that certain Lease
Agreement (“Lease”) by and between Seller and Purchaser of even date
herewith for Seller’s interest in the Property and (iii) to execute and
deliver such other instruments, documents and agreements as may be necessary or
appropriate to effect the foregoing transactions and to perform and observe the
terms and conditions of each of the documents described above (such
documents being collectively referred to as the “Relevant Documents”).


 


(c)                                  The
Relevant Documents are duly authorized, and upon the closing of the transaction(s) contemplated
by the Relevant Documents (the “Closing”), shall be duly executed and
delivered by authorized officers of Seller, shall constitute legal, valid and
binding obligations of Seller, enforceable against Seller in accordance with
their respective terms, and shall not violate any provision of any agreement or
judicial order to which Seller is or will be a party or to which Seller or the
Property is or will be subject or bound.


 


(d)                                 Neither
the execution and delivery of the Relevant Documents nor performance of or compliance
with the terms and conditions thereof will (i) violate any law, rule or
regulation, (ii) conflict with or result in a breach of or a default under
the articles of formation or Operating Agreement of Seller or any other
agreement or instrument to which Seller is a party or by which it or any of its
properties (now owned or hereafter acquired) may be subject or bound or (iii) result
in the creation or imposition of any lien, charge, security interest or
encumbrance upon any property (now owned or hereafter acquired) of Seller,
except pursuant to the Relevant Documents.


 


2.                                       Financial
Statements.  Financial statements of
Seller’s parent company, The New York Times Company, a New York corporation,
into which Seller’s financials are included, for the fiscal year ending December 28,
2008 (audited) heretofore furnished by it to


 


1

















 


Purchaser are true
and correct in all material respects, have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods indicated and fairly present the financial condition of Seller, subject
to customary year-end adjustments with respect to the unaudited financial
statements.  From December 28, 2008,
to the date hereof there has been no adverse change in any material respect in
the assets, liabilities, condition (financial or otherwise) or business of
Seller from that set forth or reflected in the above-mentioned financial
statements other than changes in the ordinary course of business, none of which
is materially adverse, and other than changes resulting from general market
conditions, which have not materially and adversely affected Seller’s ability
to perform its obligations under the Relevant Documents.


 


3.                                       Contracts.  The list of contracts on Schedule 3 is
a true, correct and complete list of all of the utility, service, maintenance
and other similar contracts affecting the Property to which Seller or, to
Seller’s knowledge, the Condominium Boards (or either of them) is a party (“Contracts”).  Seller has provided Purchaser with a true and
complete copy of each Contract in a velobound binder initialed by Seller and
Purchaser or their respective counsel simultaneously herewith.  Each Contract is in full force and effect and
is a legal, valid, binding and enforceable obligation of each of the parties
thereto.  None of the Contracts has been
amended, modified or supplemented and no provision of any of the Contracts has
been waived.


 


4.                                       Permits.  Seller has all material permits, licenses,
authorizations, consents, orders, approvals, easements and rights of way
(collectively, the “Permits and Approvals”) required by every federal,
state and local government, authority, agency or regulatory body (collectively,
“Governmental Authority”) or private party mandated or necessary in
order to permit Seller to carry on its business as presently conducted and as
planned to be conducted at the Property and to insure unimpaired vehicular and
pedestrian ingress to and egress from the Property, from and to a public right
of way, respectively.  All of the Permits
and Approvals are set forth on Schedule 4 and:  (a) have been properly issued and are
fully paid for; (b) are in full force and effect and, to Seller’s
knowledge, no suspension, cancellation or amendment of any of them is
threatened; and (c) will not be revoked, invalidated, violated or
otherwise adversely affected by the transactions contemplated by the Relevant
Documents.  Seller has provided Purchaser
with a true and complete copy of each Permit in a velobound binder initialed by
Seller and Purchaser or their respective counsel simultaneously herewith.


 


5.                                       Certificates
of Occupancy.  Schedule 5
contains a true, correct and complete list of all of the certificate(s) of
occupancy held by Seller in connection with the occupancy and operation of the
Property, copies of which have been delivered to Purchaser in a velobound
binder and initialed by Seller and Purchaser or their respective counsel
simultaneously herewith. The current temporary certificate of occupancy (“TCO”)
has been properly issued and all fees payable in connection therewith have been
paid in full.  Except for the
applications that will be filed to obtain the permanent certificate of
occupancy, no applications are pending to amend the TCO, and there are no
pending or, to the best of Seller’s knowledge, threatened proceedings to cancel
or revoke the TCO.


 


6.                                       Utilities.  All water, sewer, gas, electric, telephone,
cable, drainage facilities, all other utilities required by any applicable law
or by the use and operation of the Property, together with all easements and
rights of way necessary for the use and enjoyment thereof, are installed to the
property lines of the Property, are connected pursuant to valid permits.


 


2

















 


7.                                       Compliance
with Other Instruments.  Seller is
not a party to or bound by any agreement or instrument or subject to any
charter or corporate restriction or any order, rule, regulation, writ,
injunction, proceeding or decree of any court or Governmental Authority or any
statute (collectively, “Seller’s Legal Requirements”) that adversely
affects its businesses, properties, assets or financial condition or that could
adversely affect Seller’s ability to perform its obligations under the Relevant
Documents.  Neither the execution,
delivery or performance of any of the Relevant Documents by Seller, nor
compliance with the respective terms and provisions thereof, conflicts or will
conflict with or results or will result in a breach of any of the terms,
conditions or provisions of, or require consent pursuant to, or result in the
acceleration of, or require any payment or the increase in any payment under,
any of Seller’s Legal Requirements or any indenture, lease, guaranty, mortgage,
deed of trust, loan, credit or other agreement or instrument to which Seller is
a party or by which its properties may be bound or affected (collectively, “Seller
Agreements”), or constitutes or will constitute a default (or an event
which, with the giving of notice or the passage of time, or both, would
constitute a default) thereunder, or results or will result in the creation or
imposition of any lien, charge or encumbrance upon the Property pursuant to the
terms of any of Seller’s Legal Requirements or any of the Seller
Agreements.  Seller is not in default
under any of Seller’s Legal Requirements or any of the Seller Agreements, and
no event has occurred that, with the giving of notice or passage of time, or
both, would constitute a material default thereunder.


 


8.                                       Environmental
Condition of the Property.  Except as
disclosed (i) in that certain Phase I Environmental Assessment  pertaining to the Property prepared by Property Solutions
Incorporated and dated February 18, 2009, or (ii) in the
Environmental Reports (hereinafter defined), neither Seller, any of Seller’s
subsidiaries nor, to Seller’s knowledge, any prior owner of any portion of the
Property, has deposited, stored, disposed of, transported, buried, dumped,
injected, spilled, leaked, discharged, poured, pumped, released or used, or
suffered any of the foregoing with respect to, any hazardous wastes, hazardous
substances, hazardous materials, toxic substances, hazardous air pollutants or
toxic pollutants, as those terms are used in the definition of Environmental
Laws (as defined in the Lease), at, upon, under, within or from all or any
portion of the Property in violation of any Environmental Law, and the Property
does not presently contain any such substance, material or pollutant in
violation of any Environmental Laws.  No
lien exists, nor is any lien threatened against, all or any portion of the
Property because of the existence of any such substance, material or pollutant
in violation of any Environmental Laws. 
As used herein the word “contain” shall mean contain, deposit, storage,
disposal, burial, dumping, injecting, spilling, leaking or other placement or
release in or on any of the Property. 
There are no Environmental Laws which prohibit the present or intended
use of the Property.  Seller has
delivered to Purchaser copies of the environmental reports previously obtained
by Seller regarding the Property and listed on Schedule 6 (the “Environmental
Reports”).


 


9.                                       No
Environmental Indemnities.  Seller
has not received any environmental indemnities from prior owners of the
Property.


 


10.                                 Litigation;
Taxes.  There are no actions, suits
or proceedings pending or, to the best of Seller’s knowledge, threatened
against or affecting Seller at law or in equity before any court or administrative
office or agency that, if adversely decided, would have a material adverse
effect on the business, operations, condition (financial or otherwise) or
prospects of Seller or on the ability of Seller to perform its obligations
under the Relevant Documents.  Seller 


 


3

















 


is not in default
in the payment of any taxes levied or assessed against the Property or any of
its other assets that are due and payable, and has filed all tax returns that
are required to be filed.


 


11.                                 Compliance.  The Property, including the use and operation
thereof, is and at the time of Closing will be, in compliance with all
applicable Legal Requirements (as defined in the Lease), including without
limitation the Americans With Disabilities Act, Public Law 101-336, as
codified, and with all requirements of every Governmental Authority, including
without limitation zoning, subdivision, building and environmental
requirements.  The Property is separately
assessed for purposes of ad valorem real property taxes.  All platting and replatting requirements in
respect of the Land have been satisfied to accommodate the operation of the
Improvements and no subdivision or parcel map not already obtained is required
to transfer Seller’s interest in the Property to Purchaser.  Except for the PILOT regime in effect for the
Property, there is no special or preferential assessment in effect with respect
to the Property.  The Property is
presently zoned General Central Commercial District and Light Manufacturing
District, all within the Special Midtown District.  No variances, reliance on adjacent property
or special exception is required for the operation and use of the Improvements.


 


12.                                 Declarations.  Except as disclosed in that certain title
report issued by Chicago Title Insurance Company in favor of Purchaser
pertaining to the Property and dated on or about the date hereof (“Title
Report”), there are no declarations of covenants, conditions and
restrictions or similar agreements (“Declarations”) that run with the
Land to which Seller is a party or by which Seller or the Property or any
portion thereof may be bound; and Seller has delivered or caused to be
delivered to Purchaser true, complete and legible copies of all Declarations
and related agreements.


 


13.                                 Representation
Regarding Declarations.  Except as
may be specifically set forth in the Title Report, there has been no written
claim of default under any of the Declarations by any party thereto that has
not been cured; and, to Seller’s knowledge, there exists no event that alone,
or with notice or the lapse of time, or both, would constitute a default under
any of the Declarations by any party thereto;
except, however, that Seller has advised Purchaser that Seller has received
notice from ESDC stating that it is not in compliance with its obligations to
provide ESDC, for ESDC’s review and approval in accordance with the terms of
the Severance Lease, with details relating to the design and programming of the
flat screen televisions installed by Seller in lieu of retail signage.  All sums due and payable by Seller under the
Declarations as of the Closing have been paid in full prior to the Closing.


 


14.                                 Designation;
Flood Zone.  The Property is not
located in any conservation or historic district, or in an area that has been
identified by the Secretary of Housing and Urban Development as an area having
special flood hazards.


 


15.                                 Insurance.  Seller has not received written notice or
demand from any of the insurers of all or any portion of the Property (or
insurers of any activities conducted thereon) to correct or change any physical
condition on the Property or any practice of Seller.  Seller or the Condominium Boards (or either
of them) is in compliance with the requirements of all insurance policies
affecting all or any portion of the Property, which policies are set forth on Schedule
8 (the “Existing Insurance Policies”).


 


16.                                 Expansion
of Property.  Seller has not made
written application to any Governmental Authority for any expansion or further development
of the Property, and Seller 


 


4

















 


has received no
written notice that any expansion or further development of the Property is
subject to any restrictions or conditions except as set forth in the Declarations
and local zoning law requirements.


 


17.                                 Access.  Seller has received no notice from any
Governmental Authority, private party or other entity responsible therefor of
any fact or condition that would result in the termination of (a) unimpaired
vehicular and pedestrian access from the Property to presently existing public
roads or (b) access from the Property to existing sewer or other utility
facilities servicing, adjoining or situated on the Property.


 


18.                                 Notices
Regarding Restrictions.  Seller has
received no notice from any Governmental Authority or entity responsible
therefor of (a) any pending or contemplated change in any federal, state
or local governmental or private restriction applicable to the Property or (b) any
pending or threatened judicial or administrative action or (c) any action
pending or threatened by adjacent land owners or other persons, which would
result in a material change in the condition of the Property or any part
thereof or in any way prevent or materially limit the construction and/or
operation of the Improvements or any part thereof.


 


19.                                 Improvements.  Except as disclosed in that certain Property
Condition Assessment  pertaining to
the Property prepared by Property Solutions Inc. and dated February 4,
2009, the Improvements and Equipment (as defined in the Lease) are in good
condition and repair and there are no known material physical or mechanical
defects in the Improvements, including without limitation the roof, the
structural components, the plumbing, heating, ventilation, air conditioning,
elevators, fire detection and electrical systems.  All such items are in good operating
condition and repair.  There is no actual
or, to Seller’s knowledge, threatened settlement, earth movement, termite
infestation or damage affecting the Property.


 


20.                                 Condemnation,
etc.  Seller has not received notice
of any condemnation proceedings, other than New York State Urban Development
Corp., Plaintiff, vs. 42nd St. 
Development Project, Inc. et al., Defendants, Index No. 402727/02,
which occurred in connection with the initial development and construction of
the Building, either instituted or planned to be instituted, which would affect
adversely either the use and operation of the Property for its present use or
the value of the Property, nor has Seller received notice of any special
assessment proceedings affecting the Property.


 


21.                                 Compliance
with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.  Seller (i) is not currently identified
on the OFAC List and (ii) is not a Person with whom a citizen of the
United States is prohibited to engage in transactions by any trade embargo,
economic sanction, or other prohibition of United States law, regulation, or
Executive Order of the President of the United States.  Seller agrees to confirm this representation
and warranty in writing on an annual basis if requested by Purchaser to do so.


 


22.                                 Commissions
and Fees.  Seller has not incurred
any obligation or liability for any commission or fee that is or will be
payable to any person by reason of the transactions contemplated hereby,
including without limitation the consummation of the sale and the lease of
Seller’s interest in the Property to Seller, except for fees payable to Cushman &
Wakefield, Inc. pursuant to a separate agreement between Seller and
Cushman & Wakefield, Inc. 
Furthermore, there are no commissions or fees that is or will be payable
to any person in connection with the leasing of any portion of the Property,
including in connection with any expansions, extensions 


 


5

















 


of renewals of any
existing leases.  Seller shall indemnify
and hold Purchaser harmless from and against any and all loss, damage,
liability or expense, including costs and reasonable attorneys’ fees, which
Purchaser may incur or sustain by reason of or in connection with any
misrepresentation by Seller with respect to the foregoing.


 


23.                                 Domestic
Status.  Seller is not a foreign
corporation, foreign partnership, foreign trust and/or foreign estate (as those
terms are defined in the Internal Revenue Code of 1986, as amended and in the
accompanying regulations), and Seller’s U.S. employer identification number is
13-1102020.


 


24.                                 Third-Party
Rights.  Except as disclosed in the
Title Report, no entity or person holds any right of first offer, right of
first refusal or any other right or option to purchase or occupy all or any
portion of the Property.


 


25.                                 Alterations.  There currently are no on-going or planned
alterations for any portion of the Property, except for a climbing deterrent
system for a portion of the exterior of the Building, which work has not yet
been commenced.


 


26.                                 Subway
Entrance.  The diagram attached to Schedule
10 sets forth, in its entirety, that portion of the subway entrance that is
connected to the Building for whose maintenance the Condominium is
responsible.  Furthermore, the work under
that certain Site 8 Declaration of Design, Use and Operation by and between New
York State Urban Development Corporation d/b/a Empire State Development
Corporation and 42nd St. Development Project, Inc. and dated December 21,
2001, is substantially completed.


 


27.                                 Recognition.  Seller
hereby agrees that it shall recognize Purchaser as a Recognized
Mortgagee under the terms of Article 31 of the Severance Lease, with all
of the rights and privileges thereof.


 


28.                                 Bankruptcy.  Seller has not commenced a voluntary case
under Bankruptcy Law (hereinafter defined) nor has there been commenced against
Seller an involuntary case under Bankruptcy Law, nor has Seller consented to
the appointment of a Custodian (hereinafter defined) of it or for all or any
substantial part of its property, nor has a court of competent jurisdiction
entered an order or decree under any applicable Bankruptcy Law that is for
relief against Seller or appoints a Custodian for Seller or for all or any
substantial part of Seller’s property. 
The term “Bankruptcy Law” means the United States Bankruptcy Code, 11
U.S.C.A. §§ 101 et  seq. or any federal or state insolvency laws
or laws for composition of indebtedness or for the reorganization of
debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under and
Bankruptcy Law.


 


29.                                 Third-Party
Consents.  Except for the approvals
and consents listed on Schedule 11 (the “Third Party Consents”),
no authorizations, consents or approvals of or filings with any Governmental
Authority or any other Person is required with respect to Seller for the
execution and delivery of this Certificate and the performance of its
obligations under the Relevant Documents. 
Seller has obtained, or will have obtained prior to the Closing, all
Third-Party Consents.


 


30.                                 Severance
Lease and Condominium Declaration. 
Seller has delivered to Purchaser true, correct and complete copies of
each of the Severance Lease and the 


 


6

















 


Condominium
Declaration, including, in each case, all amendments and/or modifications
thereto, in a velobound binder initialed by Seller and Purchaser or their
respective counsel simultaneously herewith. 
Each of the Severance Lease and the Condominium Declaration, as same
have been amended or modified to date, is in full force and effect and Seller
has not received notice from any party that Seller is in default under any
other party to the Severance Lease or the Condominium Declaration, as the case
may be.


 


31.                                 Warranties.  The list of warranties on Schedule 12
is a true, correct and complete list of all material warranties (“Warranties”)
affecting the Property to which Seller or, to Seller’s knowledge, the
Condominium Boards (or either of them) is a party.  Seller has provided Purchaser with a true and
complete copy of each Warranty in a velobound binder initialed by Seller and
Purchaser or their respective counsel simultaneously herewith.  Each Warranty is in full force and effect and
is a legal, valid, binding and enforceable obligation of each of the parties
thereto.  None of the Warranties has been
amended, modified or supplemented and no provision of any of the Warranties has
been waived.


 


32.                                 Property
Management Agreements.  The list of
property management agreements on Schedule 13 is a true, correct and
complete list of all property management agreements (“Property Management
Agreements”) affecting the Property to which Seller or, to Seller’s
knowledge, the Condominium Boards (or either of them) is a party.  Seller has provided Purchaser with a true and
complete copy of each Property Management Agreement, as amended, if applicable,
in a velobound binder initialed by Seller and Purchaser or their respective
counsel simultaneously herewith.  Each
Property Management Agreement is in full force and effect and is a legal,
valid, binding and enforceable obligation of each of the parties thereto.  No provision of any of the Property
Management Agreements has been waived.


 


33.                                 Intentionally
Omitted.


 


34.                                 Excess
Site Acquisition Costs.  Seller’s
proportionate share of the credit balance of the Excess Site Acquisition Costs
(as defined in that certain Site 8 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 dated December 21, 2001) with respect to the Property,
calculated on an accrual basis, is, as of March 1, 2009, $12,390,676.00,
all of which Seller hereby covenants is assignable to Purchaser.


 


B.                                     Terms.


 


Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed thereto
in the PSA.


 


C.                                     Seller’s
Representations True as of Closing; Performance by Seller.


 


The representations and
warranties made by Seller in Section A hereof shall be deemed to have been
made again at and as of the Closing and, as of the Closing, shall be true and
correct in all respects.


 


D.                                    Indemnity.


 


7

















 


Seller shall pay,
protect, defend, indemnify and hold harmless Purchaser, its successors and
assigns, from and against any and all liabilities, losses, damages, costs,
expenses (including, without limitation, reasonable attorneys’ fees and
expenses), causes of action, suits, claims, demands or judgments of any nature
whatsoever howsoever caused should any representation or warranty set forth
herein prove to have been untrue or inaccurate or arising from any breach by
Seller of any representation or warranty set forth herein.


 


E.                                      Successors
and Assigns; Survival of Representations.


 


This Seller’s/Lessee’s
Certificate shall be for the benefit of Purchaser, its successors and assigns,
and shall be binding upon Seller and each of its successors and assigns.  The representations, warranties, covenants
and indemnifications made by Seller in this Seller’s/Lessee’s Certificate shall
survive until repayment in full of the Monetary Obligations (as defined in the
Lease) under the Lease.


 


F.                                      Seller’s
Knowledge.


 


Purchaser expressly
understands and agrees that the phrase “to Seller’s knowledge” means a matter
that David Thurm and/or Kenneth A. Richieri, each as officers of Seller,
actually is aware of or received written notice of, provided that Seller
represents that David Thurm is a Manager and Kenneth A. Richieri is a Manager,
each of which are the officers of Seller most familiar with the Property and
the condition and operation thereof.


 


G.                                     Effect
of Knowledge Limitation.


 


The fact that the
representations of Seller set forth in this Certificate may be limited to the
best of Seller’s knowledge shall not be deemed to modify or alter any provision
of any Relevant Document requiring Seller to indemnify Purchaser.


 


H.                                    Further
Assurances.


 


Seller, within ten (10) days
after written request, shall 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 the transaction contemplated hereby (“Section 36(p) Documents”)
as Purchaser may deem reasonably necessary in order to give effect to the
rights expressly conferred on Purchaser pursuant to the Lease and other
Relevant Documents, such that the documents for this transaction shall be an
accurate reflection of the parties’ agreement thereunder provided.  However, under no circumstances shall Seller’s
obligations and/or liabilities be increased by reason of the Section 36(p) Documents
nor shall Seller’s rights and/or benefits be decreased by reason of the Section 36(p) Documents.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


8

















 


EXECUTION COPY


 


IN WITNESS
WHEREOF, the Seller/Lessee duly executed this Seller’s/Lessee’s Certificate on
the date and year first above written.


 


	
   

  	
  NYT REAL ESTATE COMPANY LLC,

  
	
   

  	
  a
  New York limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Kenneth A. Richieri

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
				



 


9
















 


SCHEDULE 1


 


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,


 


10

















 


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.


 


11

















 


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

  	
  %

  



 


12
















 


EXECUTION COPY


 


EXHIBIT T


 


GUARANTOR
CERTIFICATE


 


This Guarantor’s Certificate of THE NEW YORK
TIMES COMPANY, a New York corporation (“NYTC”), and THE NEW YORK TIMES
SALES COMPANY, a Massachusetts business trust (“NYT Sales”; collectively
with NYTC, “Guarantor”), is being delivered on this
       day of March, 2009, to 620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), in
connection with a certain Guaranty and Suretyship Agreement (the “Guaranty”)
of even date herewith given by Guarantor to Landlord in connection with the
sale by NYC Real Estate Company LLC, a New York limited liability company (“Seller”),
to Landlord and the leasing to Seller of Seller’s interest in that certain
leasehold condominium situate in New York, New York, as more particularly
described on Schedule 1 attached hereto and made a part hereof (the “Property”).


 


1.             Guarantor’s Representations.  NYTC, for itself and on behalf of NYT Sales,
hereby represents and warrants to Landlord, its successors and assigns, with
the understanding that each such representation and warranty is material and is
being relied upon by Landlord, as follows:


 


(a)           Organization and Qualification.  NYTC is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York and is
duly qualified to do business and is in good standing under the laws of each
jurisdiction where the nature of the business conducted by it or the properties
owned or leased by it requires such qualification.


 


(b)           Authority and Authorization.  Guarantor has full power, authority and legal
right to execute and deliver the Guaranty and to perform its obligations
thereunder, and all such action has been duly and validly authorized by all
necessary corporate proceedings on its part.


 


(c)           Execution and Binding Effect.  The Guaranty has been duly and validly
executed and delivered by Guarantor and constitutes a legal, valid and binding
obligation of Guarantor, enforceable against Guarantor in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors’ rights.


 


(d)           Absence of Conflicts.  Neither the execution and delivery of the
Guaranty nor performance of or compliance with the terms and conditions thereof
will (i) violate any law, rule or regulation, (ii) conflict with
or result in a breach of or a default under the articles of incorporation or
bylaws of Guarantor or any agreement or instrument to which Guarantor is a
party or by which it or any of its properties (now owned or hereafter acquired)
may be subject or bound or (iii) result in the creation or imposition of
any lien, charge, security interest or encumbrance upon any property (now owned
or hereafter acquired) of Guarantor, except pursuant to the Relevant Documents
(hereinafter defined).


 


(e)           Authorizations and Filings.  No authorization, consent, approval, license,
exemption or other action by, and no registration, qualification, designation,
declaration or filing with, any official body or Governmental Authority
(hereinafter defined) is or will be necessary or advisable in connection with
the execution and delivery of the Guaranty or performance of or compliance with
the terms and conditions thereof.


 


1

















 


Furthermore, either Guarantor or Seller has
obtained or made, or will obtain or make prior to or concurrently with the
Closing, all authorizations, consents or approvals of and filings with any Governmental
Authority or any other Person required with respect to Guarantor and/or Seller
for the execution and delivery of the Relevant Documents and the performance of
its obligations thereunder.


 


(f)            Financial Statements.  The financial statements of Guarantor and Seller for the fiscal year ending December 28,
2008 (audited) heretofore furnished by it to Landlord are true and correct in
all material respects, have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods indicated and
fairly present the financial condition of Guarantor and Seller, subject to
customary year-end adjustments with respect to the unaudited financial
statements.  From December 28, 2008,
to the date hereof there has been no adverse change in any material respect in
the assets, liabilities, condition (financial or otherwise) or business of
Guarantor or Seller from that set forth or reflected in the above-mentioned
financial statements other than changes in the ordinary course of business,
none of which is materially adverse, and other than changes resulting from
general market conditions, which have not materially and adversely affected
Guarantor’s ability to perform its obligations under the Guaranty.


 


(g)           Contracts.  The list of contracts on Schedule 3 is
a true, correct and complete list of all of the utility, service, maintenance
and other similar contracts affecting the Property to which Guarantor, Seller
or, to Guarantor’s knowledge, the Condominium Boards (or either of them) is a
party (“Contracts”).  Guarantor or
Seller has provided Landlord with a true and complete copy of each Contract in
a velobound binder initialed by Seller and Landlord or their respective counsel
simultaneously herewith.  Each Contract
is in full force and effect and is a legal, valid, binding and enforceable
obligation of each of the parties thereto. 
None of the Contracts has been amended, modified or supplemented and no
provision of any of the Contracts has been waived.


 


(h)           Permits.  Guarantor or Seller has all material permits,
licenses, authorizations, consents, orders, approvals, easements and rights of
way (collectively, the “Permits and Approvals”) required by every
federal, state and local government, authority, agency or regulatory body
(collectively, “Governmental Authority”) or private party mandated or
necessary in order to permit Guarantor, Seller or the Condominium Boards (or
either of them) to carry on its business as presently conducted and as planned
to be conducted at the Property and to insure unimpaired vehicular and
pedestrian ingress to and egress from the Property, from and to a public right
of way, respectively.  All of the Permits
and Approvals are set forth on Schedule 4 and:  (a) have been properly issued and are
fully paid for; (b) are in full force and effect and, to Guarantor’s
knowledge, no suspension, cancellation or amendment of any of them is
threatened; and (c) will not be revoked, invalidated, violated or
otherwise adversely affected by the transactions contemplated by the Relevant
Documents.  Guarantor or Seller has
provided Landlord with a true and complete copy of each Permit in a velobound
binder initialed by Seller and Landlord or their respective counsel simultaneously
herewith.


 


(i)            Certificates of Occupancy.  Schedule 5 contains a true, correct
and complete list of all of the certificate(s) of occupancy held by
Guarantor or Seller in connection with the occupancy and operation of the
Property, copies of which have been delivered to Landlord in a velobound binder
and initialed by Seller and Landlord or their respective counsel simultaneously
herewith.  The current temporary
certificate of occupancy (“TCO”) has been properly issued and all fees
payable in connection therewith have been paid in full.  Except for the applications that will be
filed to obtain the permanent certificate of occupancy, no 


 


2

















 


applications are pending to amend the TCO, and there are no pending or,
to the best of Guarantor’s knowledge, threatened proceedings to cancel or
revoke the TCO.


 


(j)            Utilities.  All water, sewer, gas, electric, telephone,
cable, drainage facilities, all other utilities required by any applicable law
or by the use and operation of the Property, together with all easements and
rights of way necessary for the use and enjoyment thereof, are installed to the
property lines of the Property, are connected pursuant to valid permits.


 


(k)           Compliance with Other Instruments.  Neither Guarantor nor Seller is a party to or
bound by any agreement or instrument or subject to any charter or corporate
restriction or any order, rule, regulation, writ, injunction, proceeding or
decree of any court or Governmental Authority or any statute (collectively, “Seller’s
Legal Requirements”) that adversely affects its businesses, properties,
assets or financial condition or that could adversely affect Guarantor’s or
Seller’s ability to perform its respective obligations under the Relevant
Documents.  Neither the execution,
delivery or performance of any of the Relevant Documents by Guarantor or
Seller, as the case may be, nor compliance with the respective terms and
provisions thereof, conflicts or will conflict with or results or will result
in a breach of any of the terms, conditions or provisions of, or require
consent pursuant to, or result in the acceleration of, or require any payment
or the increase in any payment under, any of Seller’s Legal Requirements or any
indenture, lease, guaranty, mortgage, deed of trust, loan, credit or other
agreement or instrument to which Guarantor or Seller is a party or by which its
properties may be bound or affected (collectively, “Seller Agreements”),
or constitutes or will constitute a default (or an event which, with the giving
of notice or the passage of time, or both, would constitute a default)
thereunder, or results or will result in the creation or imposition of any
lien, charge or encumbrance upon the Property pursuant to the terms of any of
Seller’s Legal Requirements or any of the Seller Agreements.  Neither Guarantor nor Seller is in default
under any of Seller’s Legal Requirements or any of the Seller Agreements, and
no event has occurred that, with the giving of notice or passage of time, or
both, would constitute a material default thereunder.


 


(l)            Environmental Condition of the Property.  Except as disclosed (i) in that certain
Phase I Environmental Assessment  pertaining to
the Property prepared by Property Solutions Incorporated and dated February 18,
2009, or (ii) in the Environmental Reports (hereinafter defined), neither
Guarantor, Seller, any of Seller’s subsidiaries nor, to Guarantor’s knowledge,
any prior owner of any portion of the Property, has deposited, stored, disposed
of, transported, buried, dumped, injected, spilled, leaked, discharged, poured,
pumped, released or used, or suffered any of the foregoing with respect to, any
hazardous wastes, hazardous substances, hazardous materials, toxic substances,
hazardous air pollutants or toxic pollutants, as those terms are used in the definition
of Environmental Laws (as defined in the Lease), at, upon, under, within or
from all or any portion of the Property in violation of any Environmental Law,
and the Property does not presently contain any such substance, material or
pollutant in violation of any Environmental Laws.  No lien exists, nor is any lien threatened
against, all or any portion of the Property because of the existence of any
such substance, material or pollutant in violation of any Environmental
Laws.  As used herein the word “contain”
shall mean contain, deposit, storage, disposal, burial, dumping, injecting,
spilling, leaking or other placement or release in or on any of the
Property.  There are no Environmental
Laws which prohibit the present or intended use of the Property.  Guarantor or Seller has delivered to Landlord
copies of the environmental reports previously obtained by Seller regarding the
Property and listed on Schedule 6 (the “Environmental Reports”).


 


3

















 


(m)          No Environmental Indemnities.  Neither Guarantor nor Seller has received any
environmental indemnities from prior owners of the Property.


 


(n)           Litigation; Taxes.  There are no actions, suits or proceedings
pending or, to the best of Guarantor’s knowledge, threatened against or
affecting Guarantor or Seller at law or in equity by or before any court or
administrative office or agency that, if adversely decided, would have a
material adverse effect on the business, operations, condition (financial or
otherwise) or prospects of Guarantor or Seller or on the ability of Guarantor
or Seller to perform its obligations under the Relevant Documents (including,
with respect to Guarantor, the Guaranty). 
Neither Guarantor nor Seller is in default in the payment of any taxes
levied or assessed against the Property or any of its other assets that are due
and payable, and has filed all tax returns that are required to be filed.


 


(o)           Compliance with Anti-Terrorism, Embargo,
Sanctions and Anti-Money Laundering Laws. 
Neither Guarantor nor Seller (i) is currently identified on the
OFAC List and (ii) is a Person with whom a citizen of the United States is
prohibited to engage in transactions by any trade embargo, economic sanction,
or other prohibition of United States law, regulation, or Executive Order of
the President of the United States. 
Guarantor agrees to confirm this representation and warranty in writing
on an annual basis if requested by Landlord to do so.


 


(p)           Compliance with ADA.  The Property, including the use and operation
thereof, is and at the time of Closing will be, in compliance with all
applicable Legal Requirements, including without limitation the Americans With
Disabilities Act (“ADA”), Public Law 101-336, as codified, and with all
requirements of every Governmental Authority, including without limitation
zoning, subdivision, building and environmental requirements.  The Property is separately assessed for
purposes of ad valorem real property taxes. 
All platting and replatting requirements in respect of the Land have
been satisfied to accommodate the operation of the Improvements and no
subdivision or parcel map not already obtained is required to transfer the
Property to Landlord.  Except for the
PILOT regime in effect for the Property, there is no special or preferential
assessment in effect with respect to the Property.  The Property is presently zoned General
Central Commercial District and Light Manufacturing District, all within the
Special Midtown District.  No variances,
reliance on adjacent property or special exception is required for the
operation and use of the Improvements.


 


(q)           Declarations.  Except as disclosed in that certain title
report issued by Chicago Title Insurance Company in favor of Landlord
pertaining to the Property and dated on or about the date hereof (“Title
Report”), there are no declarations of covenants, conditions and
restrictions or similar agreements (“Declarations”) that run with the
Land to which Guarantor or Seller is a party or by which Guarantor or Seller or
the Property or any portion thereof may be bound; and Guarantor or Seller has
delivered or caused to be delivered to Landlord true, complete and legible
copies of the Declarations and related agreements.


 


(r)            Representation Regarding Declarations.  Except as may be specifically set forth in
the Title Report, there has been no written claim of default under any of the
Declarations by any party thereto that has not been cured; and, to Guarantor’s
knowledge, there exists no event that alone, or with notice or the lapse of time,
or both, would constitute a default under any of the Declarations by any party
thereto; except, however, that Seller has
advised Landlord that Seller has received notice from ESDC stating that it is
not in compliance with its obligations to provide ESDC, for ESDC’s review and
approval in accordance with the terms of the Severance Lease, with details
relating to the design and programming of the flat 


 


4

















 


screen televisions installed by Seller in
lieu of retail signage. 
All sums due and payable by Guarantor or Seller under the Declarations
as of the Closing have been paid in full prior to the Closing.


 


(s)           Designation; Flood Zone.  The Property is not located in any
conservation or historic district, or in an area that has been identified by
the Secretary of Housing and Urban Development as an area having special flood
hazards.


 


(t)            Insurance.  Neither Guarantor nor Seller has received
written notice or demand from any of the insurers of all or any portion of the
Property (or insurers of any activities conducted thereon) to correct or change
any physical condition on the Property or any practice of Guarantor or
Seller.  Guarantor, Seller or the
Condominium Boards (or either of them) is in compliance with the requirements
of all insurance policies affecting all or any portion of the Property, which
are set forth on Schedule 8 (the “Existing Insurance Policies”).


 


(u)           Expansion of Property.  Neither Guarantor nor Seller has made written
application to any Governmental Authority for any expansion or further
development of the Property, and neither Guarantor nor Seller has received
written notice that any expansion or further development of the Property is
subject to any restrictions or conditions except as set forth in the
Declarations and local zoning law requirements.


 


(v)           Access.  Neither Guarantor nor Seller has received
notice from any Governmental Authority, private party or other entity
responsible therefor of any fact or condition that would result in the termination
of (a) unimpaired vehicular and pedestrian access from the Property to
presently existing public roads or (b) access from the Property to
existing sewer or other utility facilities servicing, adjoining or situated on
the Property.


 


(w)          Notices Regarding Restrictions.  Neither Guarantor nor Seller has received
notice from any Governmental Authority or entity responsible therefor of (a) any
pending or contemplated change in any federal, state or local governmental or
private restriction applicable to the Property or (b) any pending or
threatened judicial or administrative action or (c) any action pending or
threatened by adjacent land owners or other persons, which would result in a
material change in the condition of the Property or any part thereof or in any
way prevent or materially limit the construction and/or operation of any
Improvements or any part thereof.


 


(x)            Improvements.  Except as disclosed in that certain Property
Condition Assessment  pertaining to
the Property prepared by Property Solutions Inc. and dated February 4,
2009, the Improvements and Equipment (as defined in the Lease) are in good
condition and repair and there are no known material physical or mechanical
defects in the Improvements, including without limitation the roof, the
structural components, the plumbing, heating, ventilation, air conditioning,
elevators, fire detection and electrical systems.  All such items are in good operating
condition and repair.  There is no actual
or, to Guarantor’s knowledge, threatened settlement, earth movement, termite
infestation or damage affecting the Property.


 


(y)           Financial Defaults.  Neither Guarantor nor Seller currently is, or
ever has been, in default under any credit agreement or in default with respect
to any indebtedness having a principal balance of $5,000,000.00 or more.


 


5

















 


(z)            Third-Party Rights.  Except as disclosed in the Title Report, no
entity or person holds any right of first offer, right of first refusal or any
other right or option to purchase or occupy all or any portion of the Property.


 


(aa)         Alterations.  There currently are no on-going or planned
alterations for any portion of the Property, except for a climbing deterrent
system for a portion of the exterior of the Building, which work has not yet
been commenced.


 


(bb)         Subway Entrance.  The diagram attached to Schedule 10
sets forth, in its entirety, that portion of the subway entrance that is
connected to the Building for whose maintenance the Condominium is responsible.  Furthermore, the work under that certain Site
8 Declaration of Design, Use and Operation by and between New York State Urban
Development Corporation d/b/a Empire State Development Corporation and 42nd St. Development Project, Inc. and dated December 21,
2001, is substantially completed.


 


(cc)         Recognition.  Guarantor hereby agrees that it shall
recognize Landlord as a Recognized Mortgagee under the terms of Article 31
of the Severance Lease, with all of the rights and privileges thereof.


 


2.             Guarantor’s Representations Pertaining
to Seller.  NYTC hereby represents
and warrants to Landlord, its successors and assigns, with the understanding
that each such representation and warranty is material and is being relied upon
by Landlord, as follows:


 


(a)           Seller is
a limited liability company that is duly organized, validly existing and in
good standing under the laws of New York. 
Seller’s principal place of business is 620 Eighth Avenue, New York, New
York, 10018.  Seller is, and has
been since its formation, in compliance with the terms of its articles of
organization and its Operating Agreement.


 


(b)           Neither the
execution and delivery of the Relevant Documents nor performance of or
compliance with the terms and conditions thereof will (i) violate any law,
rule or regulation, (ii) conflict with or result in a breach of or a
default under the articles of formation or Operating Agreement of Seller or any
other agreement or instrument to which Seller is a party or by which it or any
of its properties (now owned or hereafter acquired) may be subject or bound or (iii) result
in the creation or imposition of any lien, charge, security interest or
encumbrance upon any property (now owned or hereafter acquired) of Seller,
except pursuant to the Relevant Documents.


 


(c)           Seller has full power, authority and legal right (i) to
sell its interest in the Property to Landlord, (ii) to execute and deliver
that certain Landlord Mortgage (as defined in the Lease) as well as that
certain Purchase and Sale Agreement (“PSA”) and that certain Lease
Agreement (“Lease”) by and between Seller and Landlord of even date
herewith for Seller’s interest in the Property and (iii) to execute and
deliver such other instruments, documents and agreements as may be necessary or
appropriate to effect the foregoing transactions and to perform and observe the
terms and conditions of each of the documents described above (such
documents being collectively referred to as the “Relevant Documents”).


 


(d)           The Landlord Mortgage, the PSA, the Lease and all
other documents executed by Seller that are to be delivered to Landlord at the
Closing (i) are or at the time of the Closing will be duly authorized,
executed and delivered by Seller, (ii) are or at the time of the Closing
will be legal, valid and binding obligations of Seller enforceable against
Seller in accordance with their terms, and (iii) do not and at the time of
Closing will not conflict with or result in the breach of any judgment, decree,
writ, injunction, order or award of any arbitrator, court or governmental
authority binding upon Seller, or result in the breach of any 


 


6

















 


term or provision of, or
constitute a default, or result in the acceleration of any obligation under any
loan agreement, indenture, financing agreement, or any other agreement or
instrument of any kind to which Seller is a party or to which Seller or the
Property is subject.


 


(e)           Seller is
not a foreign corporation, foreign partnership, foreign trust and/or foreign
estate (as those terms are defined in the Internal Revenue Code of 1986, as
amended and in the accompanying regulations), and Seller’s U.S. employer
identification number is 13-1102020.


 


(f)            Neither Seller nor any member of Seller is
a Specially Designated National or Blocked Person.  As used herein, the term “Specially
Designated National or Blocked Person” shall mean a person or entity (i) designated
by the Department of Treasury’s Office of Foreign Assets Control, or other
governmental entity, from time to time as a “specially designated national or
blocked person” or similar status, (ii) described in Section 1 of
U.S. Executive Order 13224 issued on September 23, 2001, or (iii) otherwise
identified by government or legal authority as a person or entity with whom
Landlord or its affiliates are prohibited from transacting business.


 


(g)           Seller has not commenced a voluntary case
under Bankruptcy Law (hereinafter defined) nor has there been commenced against
Seller an involuntary case under Bankruptcy Law, nor has Seller consented to
the appointment of a Custodian (hereinafter defined) of it or for all or any
substantial part of its property, nor has a court of competent jurisdiction
entered an order or decree under any applicable Bankruptcy Law that is for
relief against Seller or appoints a Custodian for Seller or for all or any
substantial part of Seller’s property. 
The term “Bankruptcy Law” means the United States Bankruptcy Code, 11
U.S.C.A. §§ 101 et  seq. or any federal or state insolvency laws
or laws for composition of indebtedness or for the reorganization of
debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under and
Bankruptcy Law.


 


(h)           Except for the approvals and consents listed
on Schedule 3 (the “Third Party Consents”), no authorizations,
consents or approvals of or filings with any Governmental Authority or any
other Person is required with respect to Seller for the execution and delivery
of any Relevant Document and the performance of its obligations thereunder.  Seller has obtained, or will have obtained
prior to the Closing, all Third-Party Consents.


 


(i)            Neither Guarantor nor Seller has received
notice of any condemnation proceedings, other than New York State Urban
Development Corp., Plaintiff, vs. 42nd St.  Development
Project, Inc. et al., Defendants, Index No. 402727/02, which occurred
in connection with the initial development and construction of the Building,
either instituted or planned to be instituted, which would affect adversely
either the use and operation of the Property for its present use or the value
of the Property, nor has Guarantor or Seller received notice of any special
assessment proceedings affecting the Property.


 


(j)            Guarantor or Seller has delivered to
Landlord true, correct and complete copies of each of the Severance Lease and
the Condominium Declaration, including, in each case, all amendments and/or
modifications thereto, in a velobound binder initialed by Seller and Landlord
or their respective counsel simultaneously herewith.  Each of the Severance Lease and the
Condominium Declaration, as same have been amended or modified to date, is in
full force and effect and neither Guarantor nor Seller has received notice from
any party that Guarantor or Seller is in default under the Severance Lease or
the Condominium Declaration, as the case may be.


 


(k)           The list of warranties on Schedule 12
is a true, correct and complete list of all material warranties (“Warranties”)
affecting the Property to which Guarantor, 


 


7

















 


Seller or, to Guarantor’s knowledge, the
Condominium Boards (or either of them) is a party.  Guarantor or Seller has provided Landlord
with a true and complete copy of each Warranty in a velobound binder initialed
by Seller and Landlord or their respective counsel simultaneously
herewith.  Each Warranty is in full force
and effect and is a legal, valid, binding and enforceable obligation of each of
the parties thereto.  None of the
Warranties has been amended, modified or supplemented and no provision of any
of the Warranties has been waived.


 


(l)            The list of property management agreements
on Schedule 13 is a true, correct and complete list of all property
management agreements (“Property Management Agreements”) affecting the
Property to which Guarantor, Seller or, to Guarantor’s knowledge, the
Condominium Boards (or either of them) is a party.  Guarantor or Seller has provided Landlord
with a true and complete copy of each Property Management Agreement, as
amended, if applicable, in a velobound binder initialed by Seller and Landlord
or their respective counsel simultaneously herewith.  Each Property Management Agreement is in full
force and effect and is a legal, valid, binding and enforceable obligation of
each of the parties thereto.  No
provision of any of the Property Management Agreements has been waived.


 


(m)          Intentionally Omitted.


 


3.             Bankruptcy Remoteness of Seller.  Guarantor hereby acknowledges and agrees that
Seller’s assets shall not be consolidated with the assets of Guarantor or any
other person or entity owning directly or indirectly an interest in Seller in
the event of a bankruptcy or insolvency of Guarantor or any such person or
entity.


 


4.             Excess Site Acquisition Costs.  Seller’s proportionate share of the credit
balance of the Excess Site Acquisition Costs (as defined in that certain Site 8
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 dated December 21, 2001) with respect to the
Property, calculated on an accrual basis, is, as of March 1, 2009,
$12,390,676.00, all of which Guarantor hereby covenants is assignable to
Landlord.


 


5.             Interpretation.  All terms not otherwise defined herein shall
have the meaning ascribed to them in the PSA.


 


6.             Guarantor’s Knowledge.  Landlord expressly understands and agrees
that the phrase “to Guarantor’s knowledge” as used herein means a matter that (i) with
respect to NYTC, David Thurm and/or Kenneth A. Richieri, each as officers of
NYTC, actually is aware of or received written notice of, and (ii) with
respect to NYT Sales, Kenneth A. Richieri, as President of NYT Sales, actually
is aware of or received written notice of; provided that Guarantor, in each
case, represents that David Thurm is the Senior Vice President, Operations of
The New York Times Newspaper Division of NYTC and Kenneth A. Richieri is the
General Counsel of NYTC and President of NYT Sales, each of which are the
officers of Guarantor most familiar with the Property and the condition and
operation thereof.


 


The fact that the representations of
Guarantor set forth in this Certificate may be limited to the best of Guarantor’s
knowledge shall not be deemed to modify or alter any provision of any of the
Relevant Documents requiring Guarantor to indemnify Landlord.


 


7.             Indemnity.  Guarantor shall indemnify and hold harmless
Landlord, its successors and assigns, from and against any and all liabilities,
losses, damages, costs, expenses (including without limitation reasonable
attorneys’ fees and expenses), causes of action, suits, claims, demands or
judgments of any nature howsoever caused should any representation or 


 


8

















 


warranty set forth herein prove to have been
untrue or inaccurate when made or arising from any breach by Guarantor of any
representation or warranty set forth herein.


 


8.             Successors and Assigns; Survival.  This Guarantor’s Certificate shall be for the
benefit of Landlord, its successors and assigns, and shall be binding upon
Guarantor and each of its successors and assigns.  The representations, warranties, covenants
and indemnifications made by Guarantor in this Guarantor’s Certificate shall
survive until repayment in full of the Monetary Obligations (as defined in the
Lease) under the Lease.


 


9.             Further Assurances.  Within ten (10) days after written
request, Guarantor shall, or shall cause Seller to, 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 the transaction contemplated
hereby (“Section 36(p) Documents”) as Landlord may deem
reasonably necessary in order to give effect to the rights expressly conferred
on Landlord pursuant to the Lease and other Relevant Documents, such that the
documents for this transaction shall be an accurate reflection of the parties’
agreement thereunder provided.  However,
under no circumstances shall Guarantor’s or Seller’s obligations and/or
liabilities be increased by reason of the Section 36(p) Documents nor
shall Guarantor’s or Seller’s rights and/or benefits be decreased by reason of
the Section 36(p) Documents.


 


10.           Broker Commissions.  Neither Guarantor nor Seller has incurred any
obligation or liability for any commission or fee that is or will be payable to
any person by reason of the transactions contemplated hereby, including without
limitation the consummation of the sale and the lease of Seller’s interest in
the Property, except for fees payable to Cushman & Wakefield, Inc.
pursuant to a separate agreement between Seller and Cushman &
Wakefield, Inc.  Furthermore, there
are no commissions or fees that are or will be payable to any person in
connection with the leasing of any portion of the Building, including in
connection with any expansions, extensions of renewals of any existing
leases.  Guarantor and Seller shall
jointly and severally indemnify and hold Landlord harmless from and against any
and all loss, damage, liability or expense, including costs and reasonable
attorneys’ fees, which Landlord may incur or sustain by reason of or in
connection with any misrepresentation by Guarantor or Seller with respect to
the foregoing.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 


9

















 


EXECUTION COPY


 


IN WITNESS WHEREOF, NYTC, for itself and on
behalf of NYT Sales, duly executed this Guarantor’s Certificate on the date and
year first above written.


 


 


	
   

  	
  THE NEW YORK TIMES COMPANY, a

  
	
   

  	
  New York corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Kenneth A. Richieri

  
	
   

  	
  Title: 

  	
  Senior Vice President, General

  
	
   

  	
   

  	
  Counsel and Secretary

  
				



 


10

















 


SCHEDULE 1


 


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,


 


11

















 


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.


 


12

















 


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

  	
  %

  



 


13
















 


Exhibit
U


 


SIDE
LETTER RE: PURCHASE OF LOAN


 


NYT REAL ESTATE
COMPANY LLC


620 EIGHTH AVENUE


NEW YORK, NEW YORK
10018


 


March      ,
2009


 


620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP


c/o W.P. Carey &
Co. LLC


50 Rockefeller Plaza, 2nd Floor


New York, New York 10020


 


	
  Re:

  	
  Lease Agreement, dated
  as of March       , 2009 (“Lease”),
  by and between NYT REAL ESTATE COMPANY LLC, a New York limited liability
  company (“Tenant”), and 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a
  Delaware limited partnership (“Landlord”)

  



 


Gentlemen:


 


In consideration of the
execution and delivery of the above-referenced Lease by Landlord, Tenant hereby
covenants and agrees with Landlord that, in connection with the closing of a
Loan (as defined in the Lease), Tenant shall execute and deliver to Landlord a
letter in substantially the form attached hereto as Exhibit “A”.


 




	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NYT REAL ESTATE COMPANY
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
										






 


1

















 


EXHIBIT A


 


NYT REAL ESTATE
COMPANY LLC


620 EIGHTH AVENUE


NEW YORK, NEW YORK
10018


 


, 20           


 


620 EIGHTH NYT (NY)
LIMITED PARTNERSHIP


c/o W.P. Carey &
Co. LLC


50 Rockefeller Plaza, 2nd Floor


New York, New York 10020


 


	
  Re:

  	
  Lease Agreement, dated
  as of March       , 2009 (“Lease”),
  by and between NYT REAL ESTATE COMPANY LLC, a New York limited liability
  company (“Tenant”), and 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP, a
  Delaware limited partnership (“Landlord”)

  



 


Gentlemen:


 


Reference is made to that
certain $                            
loan (the “Loan”) made by                                                         
(“Lender”) to Landlord, which Loan is secured by, inter alia,
a certain [Deed of Trust/Mortgage] of even date herewith (the “Mortgage”) encumbering
certain real property located in New York, New York (the “Property”),
which Property is leased to Tenant pursuant to the above-referenced Lease.


 


In consideration of the
execution and delivery of the Lease by Landlord and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Tenant hereby covenants and agrees with Landlord that, in the event Tenant or
any Affiliate (as hereinafter defined) of Tenant purchases the interest of
Lender in the Loan, Tenant or such Affiliate will not exercise any of the
remedies provided to Lender under the Mortgage or any of the other documents
evidencing or securing the Loan if and so long as an Event of Default exists
and is continuing under the Lease.


 


For the purposes hereof, the
term “Affiliate” shall mean, with respect to a corporation, (i) any
officer or director thereof and any person, trust, corporation, partnership,
venture or other entity who or which is, directly or indirectly, the beneficial
owner of more than 10% of any class of shares or other equity security of such
corporation, or (ii) any person, trust, corporation, partnership, venture
or other entity which, directly or indirectly controls or is controlled by or
under common control with such corporation, or (iii) any general partner,
general partner of a general partner, partnership with a common general
partner, or co-venturer of or with any person or entity described in (i) or
(ii) above, or (iv) if any general partner or co-venturer is a
corporation, any person, trust, corporation, partnership, venture or other
entity which is an Affiliate as defined above of such corporation, or (v) if
any of the foregoing is a 


 


2

















 


natural person, his or
her parents, spouse, children, siblings and their children, and spouse’s
parents, children, siblings and their children.


 


“Controls,” “controlled
by” and “under common control with” each refers to the effective power,
directly or indirectly, to direct or cause the direction of the management and
policies of the person, trust, corporation, partnership, venture or other
entity in question, whether by contract or otherwise.


 




	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NYT REAL ESTATE COMPANY
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
										






 


3
















 


EXHIBIT V


 


LESSEE
ESTOPPEL


 


SEVERANCE
LEASE / TENANT’S ESTOPPEL CERTIFICATE


 




	
  To:

  	
  42ND
  ST. DEVELOPMENT PROJECT, INC.

  
	
   

  	
   

  
	
  Re:

  	
  Agreement
  of Sublease dated as of December 12, 2001, between The New York Times
  Building LLC (“NYTB”), as landlord, and NYT Real Estate Company LLC, a
  New York limited liability company (“Tenant”), 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., as landlord (in such capacity, “Landlord”),
  which Agreement of Sublease was amended pursuant to 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 and by
  Second Amendment to Agreement of Sublease (NYT) 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 by Third Amendment to Agreement of Sublease (NYT) dated as
  of March        , 2009, between
  Landlord and Tenant 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”).

  






 


Date:  March         ,
2009


 


The
undersigned hereby certifies to and agrees with Landlord as follows as of the
date hereof:


 


                                                                                                  1.              All
capitalized terms used herein and not otherwise defined herein shall have the
same meaning ascribed to them in the Severance Lease.


 


                                                                                                  2.                                         The Severance Lease has not been further modified and
is in full force and effect.


                                                 


                                                                                                  3.              The
Charges payable by Tenant under the Severance Lease to Landlord have been paid
in full up to and including the following date(s):


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PILOT:

  	
  June 30,
  2009

  
	
   

  	
   

  	
  Theater
  Surcharge:

  	
  December 31,
  2009

  






 


                                                                                                  4               Neither
an Event of Default under the Severance Lease nor any event that, with the
giving of notice or the passage of time, or both, would constitute an Event of
Default under the Severance Lease, has occurred.  No Default has occurred in Tenant’s
performance of any covenant, agreement, obligation or condition contained in
the Severance Lease.  Notwithstanding the
statements in the preceding two (2) sentences, Tenant acknowledges that
Landlord has advised Tenant that (i) Tenant is not in compliance with its
obligations to provide Landlord, for Landlord’s review and approval in
accordance with the terms of the Severance Lease, with details relating to the
design and programming of the flat screen televisions installed by Tenant in
lieu of retail signage (the “Signage Obligations”) and Landlord reserves
all rights and powers to enforce the Signage Obligations and remedies with
respect thereto, and (ii) with 


 


1

















 


respect
to the “Prohibited Person” status of Purchaser as a proposed transferee of the
NYTC Sublease, Landlord’s knowledge is limited to a search of the NYC Vendex
database indicating that no “Caution” or “Warrant” information was discovered.


 


5.             To the best knowledge of Tenant, no event has occurred
that, with the giving of notice or the passage of time, or both, would
constitute a default by Landlord in the performance of any covenant, agreement,
obligation or condition contained in the Severance Lease. To the best knowledge
of Tenant, Landlord is not in default in performance of any covenant,
agreement, obligation or condition contained in the Severance Lease.


 


6.             From and after the date hereof, any notice that Tenant is entitled to receive
under the Severance Lease shall be sent as follows:


 


 




	
   

  	
   

  	
  NYT
  Real Estate Company LLC

  
	
   

  	
   

  	
  c/o
  The New York Times Company

  
	
   

  	
   

  	
  620
  Eighth Avenue

  
	
   

  	
   

  	
  New
  York, New York 10018

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  With
  copies to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  New York Times Company

  
	
   

  	
   

  	
  620
  Eighth Avenue

  
	
   

  	
   

  	
  New
  York, New York 10018

  
	
   

  	
   

  	
  Attention:
  Director of Real Estate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DLA
  Piper US LLP

  
	
   

  	
   

  	
  1251
  Avenue of the Americas

  
	
   

  	
   

  	
  New
  York, New York 10020

  
	
   

  	
   

  	
  Attention:
  Martin D. Polevoy, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  620
  EIGHTH NYT (NY) LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  c/o
  W.P. Carey & Co. LLC

  
	
   

  	
   

  	
  50
  Rockefeller Plaza, 2nd Floor

  
	
   

  	
   

  	
  New
  York, NY 10020

  
	
   

  	
   

  	
  Attn:
  Asset Management, Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reed
  Smith LLP

  
	
   

  	
   

  	
  599
  Lexington Avenue, 29th Floor

  
	
   

  	
   

  	
  New
  York, NY 10029

  
	
   

  	
   

  	
  Attn:
  Real Estate Department, Chair

  
	
   

  	
   

  	
   

  
	
  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  






 


2

















 


IN
WITNESS WHEREOF, the undersigned duly executed this Estoppel on the date and
year first above written.


 


 




	
   

  	
   

  	
  NYT
  REAL ESTATE COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					






 


3

















 




	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  






 


On the      
day of March 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 of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that   he executed the same in h  
capacity, and that by h      signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
  Commission
  Expires

  






 


 




	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  






 


On the      
day of March 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 of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that   he executed the same in h  
capacity, and that by h   signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.


 


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
  Commission
  Expires

  






 


4
















 


EXHIBIT W


 


FIRST NOTE


 


(NOTE:  THIS PROMISSORY NOTE MAY REQUIRE
A BALLOON PAYMENT AT MATURITY)


 


PROMISSORY
NOTE


 


$175,000,000.00(U.S.)                                                                                                                                 March       ,
2009


 


                FOR VALUE RECEIVED, the undersigned (“Borrower”), promises to pay to the
order of 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP, a Delaware limited
partnership, at its address c/o W.P. Carey & Co. LLC 50 Rockefeller
Plaza, New York, New York 10020, or at such other place as the holder of this
Note (“Lender”) may from time to time
designate in writing, the sum of $175,000,000.00, in lawful money of the United
States.


 


1.                                Interest and Payments.


 


                All amounts payable under this Note shall
become due at the option of the holder thereof on April 1, 2020 (the “Maturity Date”).  Interest shall be payable at the rate of five percent (5%) per annum.  The amounts secured by this Note shall be
deemed to include all applicable and accrued interest (through any demand by
Lender) payable by Borrower to Lender under this Note.  No payment of interest, principal or any other
sum shall be due under this Note on or before the Maturity Date.


 


2.                                Application of Payments.


 


                Lender may apply such payments to the
obligations secured by the Security Instrument (hereinafter defined) in such
manner as it may elect in its sole discretion.


 


3.                                Prepayment.


 


                Except as provided in this Paragraph 3, Borrower may
not prepay its obligation under this Note.  
At anytime on or after January 1, 2019, Borrower shall have the
right to prepay all (but not in part) interest, principal and any other sum due and payable
under this Note. 
Notwithstanding the foregoing, if Lender, in its sole discretion, agrees
to permit a prepayment, then it may do so on such terms and conditions as it
may require in its sole discretion.  No
partial prepayment of this Note shall change the date or amount of any
subsequent monthly payment required under the terms of this Note prior to
payment in full of all amounts owing under this Note unless otherwise agreed in
writing by Lender in its sole discretion.


 


4.                                Late Charge.


 


                If any amount payable under this Note is not
paid within five (5) days after the due date thereof, Borrower shall pay a
late charge of five
percent (5%) of the delinquent amount as liquidated damages for
the extra expense in handling past due payments; provided, however that no such
late charge shall be payable with respect to any balloon payment due on the
maturity date of this Note.  


 


1

















 


Any
late charge payable under this section is in addition to any interest payable
at the Default Rate (as defined below).


 


5.                                Security.


 


                This Note is secured by a mortgage, security
agreement, assignment of leases and rents and fixture filing (the “Security Instrument”) of even date
herewith, encumbering certain property described in the Security
Instrument.  The property and the other
collateral provided for in the Security Instrument are collectively referred to
as the “Property.”


 


6.                                Default; Remedies.


 


                If default is made in the payment of any amount
payable hereunder (an “Event of Default”),
then, at the option of Lender, the entire indebtedness evidenced hereby will
become immediately due and payable.  Upon
the occurrence of an Event of Default, and without notice or demand, all
amounts owed under this Note, including all accrued but unpaid interest, will
thereafter bear interest at a variable rate equal to five percent (5%) over the
Prime Rate (hereinafter defined) per annum (the “Default
Rate”) until all Events of Default are cured.  Failure to exercise any option granted to
Lender hereunder will not waive the right to exercise the same in the event of
any subsequent Event of Default. 
Interest at the Default Rate will commence to accrue upon the occurrence
of any Event of Default, including the failure to pay this Note at
maturity.  Borrower shall pay all
interest accrued at the Default Rate upon demand by Lender.  Any judgment for amounts owing under this
Note or the Security Instrument shall bear interest at the Default Rate.  “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.


 


7.                                     Attorneys’ Fees.


 


                In the event of an Event of Default, or in the event
that any dispute arises relating to the interpretation, enforcement or performance
of this Note, Lender will be entitled to collect from Borrower on demand all
fees and expenses incurred in connection therewith, including but not limited
to fees of attorneys, accountants, appraisers, environmental inspectors,
consultants, expert witnesses, arbitrators, mediators and court reporters.  Without limiting the generality of the
foregoing, Borrower will pay all such costs and expenses incurred in connection
with:  (a) arbitration or other
alternative dispute resolution proceedings, trial court actions and appeals; (b) bankruptcy
or other insolvency proceedings of Borrower, any guarantor or other Person
liable for any of the obligations of this Note or any Person having any
interest in any security for any of those obligations; (c) judicial or
nonjudicial foreclosure on, or appointment of a receiver for, any 


 


2

















 


property securing this
Note; (d) postjudgment collection proceedings; (e) all claims,
counterclaims, cross-claims and defenses asserted in any of the foregoing
whether or not they arise out of or are related to this Note or any security
for this Note; (f) all preparation for any of the foregoing; and (g) all
settlement negotiations with respect to any of the foregoing.


 


8.                                     Nonrecourse Obligations.  Subject to the qualifications that the Security
Instrument and the estate of the Borrower in the Property shall continue to secure
this Note, the Borrower shall be liable for payment and performance of all of
the obligations, covenants and agreements under this Note to the full extent
(but only to the extent) of the estate of the Borrower in the Property.  If an Event of Default occurs in the timely
and proper payment of any portion of this Note, except to the extent set forth
above in this paragraph 8, Borrower shall not be personally liable for the
repayment of any of the principal of, interest on, or prepayment fees or late
charges, or other charges or fees due under this Note.


 


9.                                     Miscellaneous.


 


(i)            Every Person at any
time liable for the payment of the indebtedness evidenced hereby waives
presentment for payment, demand and notice of nonpayment of this Note.  Every such Person further hereby consents to
any extension of the time of payment hereof or other modification of the terms
of payment of this Note, the release of all or any part of the security herefor
or the release of any Person liable for the payment of the indebtedness
evidenced hereby at any time and from time to time at the request of anyone now
or hereafter liable therefor.  Any such
extension or release may be made without notice to any of such Persons and
without discharging their liability.


 


(ii)           Each Person who
signs this Note is jointly and severally liable for the full repayment of the
entire indebtedness evidenced hereby and the full performance of each and every
obligation contained in the Security Instrument.


 


(iii)          The headings to the
various sections have been inserted for convenience of reference only and do
not define, limit, modify or expand the express provisions of this Note.


 


(iv)          Time is of the
essence under this Note and in the performance of every term, covenant and
obligation contained herein.


 


(v)           This Note is made
with reference to and is to be construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles.


 


(vi)          If Lender at any
time discovers that this Note or the Security Instrument contains any error
which was caused by a clerical mistake, calculation error, computer error,
printing error or similar error, Borrower will, upon demand by Lender
re-execute any such documents as are necessary or appropriate to correct any
such error and Lender will have no liability to Borrower or any other Person as
a result of such error.  If this Note or
the Security Instrument are lost, stolen, mutilated or destroyed and Lender
delivers to Borrower an indemnification agreement reasonably indemnifying
Borrower against any loss or liability resulting therefrom, Borrower will
execute and deliver to Lender a replacement thereof in form 


 


3

















 


and
content identical to the original document which will have the effect of the
original for all purposes.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK.]


 


4

















 


                DATED as of the day and year first above written.


 


 


	
   

  	
  NYT
  REAL ESTATE COMPANY LLC,

  
	
   

  	
  a
  New York limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kenneth
  A. Richieri

  
	
   

  	
  Title:

  	
  Manager

  



 


	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )ss.:

  	
   

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  



 


On the          day of March,
in the year 2009, before me, the undersigned, personally appeared Kenneth A.
Richieri, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


5
















 


EXHIBIT X


 


FIRST
MORTGAGE


 




 


MORTGAGE,
SECURITY AGREEMENT AND FIXTURE FILING





 


Dated:  March    ,
2009


 


among


 


NYT REAL ESTATE COMPANY LLC,


a New York limited liability company


 


with an address at:


 


c/o The New York Times Company


620 Eighth Avenue


New York, New York 10018


(the “Mortgagor”)


 


AND


 


NEW YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A/ EMPIRE

STATE DEVELOPMENT CORPORATION,


a corporate governmental agency of the State of New York constituting a
political

subdivision and public benefit corporation


 


with an address at:


633 Third Avenue


New York, New York 10017


(“ESDC”), as co- mortgagee,


 


AND


 


620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP,


a Delaware limited partnership


 


with an address at:


c/o W.P. Carey & Co. LLC


50 Rockefeller Plaza


New York, New York 10020


Attn.:  Director, Asset
Management


(the “Mortgagee”) , as
co- mortgagee,


 


1

















 


The land affected by the within instrument lies in:


 


	
   

  	
  Block:

  	
  1012

  	
   

  	
   

  
	
   

  	
  Lots:

  	
  1001, 1003, 1009 through 1027, and 1035 (formerly part of
  Lot 1)

  
	
   

  	
  Addresses:

  	
  620-628 8th Avenue,

  	
   

  	
   

  
	
   

  	
   

  	
  263-267 and 241-261 West 40th Street,

  	
   

  	
   

  
	
   

  	
   

  	
  24S2-244 West 41st Street,

  	
   

  	
   

  
	
   

  	
   

  	
  231-235 West 40th Street,

  	
   

  	
   

  
	
   

  	
   

  	
  248-256, 260-262 and 268 West 41st Street

  	
   

  	
   

  
	
   

  	
   

  	
  634 and 630-632 8th Avenue,

  	
   

  	
   

  
	
   

  	
   

  	
  New York, New York

  	
   

  	
   

  
	
   

  	
  County:

  	
  New York

  	
   

  	
   

  
						





 





 


RECORD AND RETURN TO:


 


Reed Smith LLP


599 Lexington Avenue, 29th Floor


New York, New York 10022


Attn:  Joseph M.
Marger, Esq.


 


2

















 


MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FILING


 


THIS
MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (herein “Mortgage”)
is made this ____ day of March, 2009, among NYT REAL ESTATE COMPANY LLC, a New
York limited liability company, whose address is c/o The New York Times
Company, 620 Eighth Avenue, New York, New York 10018 (herein “Mortgagor”), NEW YORK STATE URBAN
DEVELOPMENT CORPORATION, D/B/A/ EMPIRE STATE DEVELOPMENT CORPORATION, a
corporate governmental agency of the State of New York constituting a political
subdivision and public benefit corporation, having an office at 633 Third
Avenue, New York, New York 10017 (“ESDC”) as
co- mortgagee, and 620 EIGHTH LENDER NYT (NY) LIMITED PARTNERSHIP, a Delaware
limited partnership, whose address is c/o W.P. Carey & Co. LLC, 50
Rockefeller Plaza, New York, New York 10020, as co-mortgagee (herein “Mortgagee”).


 


W I T N E S S E T H:


 


To secure the payment of an indebtedness in the
principal sum of ONE HUNDRED SEVENTY FIVE MILLION AND 00/100 DOLLARS
($175,000,000.00), in lawful money of the United States of America, to be paid
with interest (said indebtedness, interest and all other sums which may or
shall become due hereunder being hereinafter collectively referred to as the “Debt”) according to a certain
promissory note dated the date hereof given by Mortgagor to Mortgagee
(hereinafter referred to as the “Note”),
Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed,
conveyed, confirmed and assigned, and by these presents does mortgage, give,
grant, bargain, sell, alien, enfeoff, convey, confirm and assign unto Mortgagee
all right, title and interest of Mortgagor now owned, or hereafter acquired, in
and to the property in the County of New York, State of New York, known as
consisting of certain leasehold condominium units in the property known as
620-628 8th Avenue, 263-267 and 241-261 West 40th Street, 242-244 West 41st
Street, 231-235 West 40th Street, 248-256, 260-262 and 268 West 41st Street,
634 and 630-632 8th Avenue, New York, New York (which address is provided for
reference only and shall in no way limit the description of the real and
personal property otherwise described below), described as follows, whether now
existing or hereafter acquired (all of the property described in all parts
below is called the “Mortgaged  Property”):


 


(A)          Condominium Units.  The leasehold condominium units and undivided
interest in the Condominium common elements appurtenant thereto all as more
particularly described in Exhibit “A” attached hereto
(collectively, the “Unit”), all
located in the building known as “The New York Times Building” having a street
address of 620 Eighth Avenue, New York, New York (the “Building”).  The land upon which the Building is
constructed and which constitutes a part of the Condominium is herein referred
to as the “Land”; and


 


(B)           Leasehold.  The leasehold estate created by the Severance
Lease (the “Severance Lease”) described on
Exhibit B attached hereto; any and all options to purchase, rights
of first refusal and renewal options with respect to the Severance Lease or any
real or personal property covered thereby, or any portion thereof or any
interest therein; any and all greater estate in such real or personal property
(including but not limited to the fee estate) as may subsequently be 


 


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acquired
by or released to Mortgagor, whether under the Severance Lease or otherwise;
any and all interest, estate and other claims, both in law and equity, that
Mortgagor now has or may hereafter acquire in and to any such real or personal
property; and any and all other rights and interests of Mortgagor arising under
or as a result of the Severance Lease; and


 


(C)           Improvements, Appurtenances and
Fixtures.  All Appurtenances
(hereinafter defined) 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”).  All 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 Mortgagor’s Personal Property (hereinafter defined); and


 


(D)          Enforcement and Collection.  Any and all rights of Mortgagor without
limitation to make claim for, collect, receive and receipt for any and all
rents, income, revenues, issues, earnest money, deposits, refunds (including
but not limited to refunds from property taxing authorities, utilities and
insurers), royalties, and profits, including mineral, oil and gas rights and
profits, insurance proceeds of any kind (whether or not Mortgagee requires such
insurance and whether or not Mortgagee is named as an additional insured or
loss payee of such insurance), condemnation awards and other moneys, payable or
receivable from or on account of any of the Premises, including interest
thereon, or to enforce all other provisions of any other agreement (including
those described in (B) above) affecting or relating to any of the
Premises, to bring any suit in equity, action at law or other proceeding for
the collection of such moneys or for the specific or other enforcement of any
such agreement, award or judgment, in the name of Mortgagor or otherwise, and
to do any and all things that Mortgagor is or may be or become entitled to do
with respect thereto, provided, however, that no obligation of Mortgagor under
the provisions of any such agreements, awards or judgments shall be impaired or
diminished by virtue hereof, nor shall any such obligation be imposed upon
Mortgagee; and


 


(E)           Accounts and Income.  Any and all rights of Mortgagor in any and
all accounts, rights to payment, contract rights, chattel paper, documents,
instruments, licenses, contracts, agreements and general intangibles relating
to any of the Premises; and


 


(F)           Leases.  All of Mortgagor’s rights as landlord in and
to all existing and future leases and tenancies, whether written or oral and
whether for a definite term or month to month or otherwise, now or hereafter
demising all or any portion of the Mortgaged Property, including all renewals and
extensions thereof and all rents, deposits and other amounts received or
receivable thereunder, and including all guaranties, supporting obligations,
letters of credit (whether tangible or electronic) and letter of credit rights
guaranteeing or supporting any such lease or tenancy (in accepting this
Mortgage Mortgagee assumes no liability for the performance of any such lease);
and


 


(G)           Books and Records.  All tradenames, trademarks, servicemarks,
logos, copyrights, goodwill, books and records and all other general
intangibles relating to or used in 


 


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connection
with the operation of the Premises, but specifically excluding Mortgagor’s
Personal Property; and


 


(H)          Proceeds.  All proceeds resulting or arising from the
foregoing.


 


Mortgagor
covenants that Mortgagor is lawfully seized of the estate hereby conveyed and
has the right to mortgage, grant, convey and assign the Mortgaged Property (and
that the Severance Lease is in full force and effect without modification and
without default on the part of either lessor or lessee thereunder), that the
Mortgaged Property is unencumbered, and that Mortgagor will warrant and defend
generally the title to the Mortgaged Property against all claims and demands,
subject to any Permitted Exceptions (hereinafter defined).


 


PROVIDED,
HOWEVER, that the term “Mortgaged Property” shall exclude the following which
shall not be subject to the lien of this Mortgage:


 


(i)            Any existing cause of action, or
damage claim, of or against Mortgagor;


 


(ii)           All rights and interests of Mortgagor
with respect to any amounts due Mortgagor with respect to the Mortgaged
Property and arising prior to the date of this Mortgage (including but not
limited to, tax refunds, casualty or condemnation proceeds, utility deposits,
rents or other income from the Mortgaged Property) to the extent attributable
to periods prior to the date of this Mortgage;


 


(iii)          All rights and interests of Mortgagor
with respect to and appurtenant to the condominium units comprising Floors 21
through 27 of the Building and their respective undivided interest in the
Condominium common elements (the “Excluded Units”);


 


(iv)          All trademarks, tradenames, logos and
other intellectual property rights relating to The New York Times Company and
its subsidiaries and affiliates and/or related media groups; and


 


(v)           All right, title and interest of
Mortgagor in and to that certain (i) NYTC Facility Maintenance and
Management Agreement relating to the Condominium Units and the Excluded Units between
Mortgagor and First New York Partners Management, LLC dated as of January 4,
2007, and (ii) that certain Management Agreement relating to the Excluded
Units between Mortgagor and First New York Partners Management, LLC dated as of
April      , 2008.


 


As
used herein, the following terms shall have the following meanings:


 


“Appurtenances” shall mean all
tenements, hereditaments, easements, rights-of-way, rights, privileges in and
to the Building or the Land, including (a) easements over other lands granted
by any conditions, covenants, restrictions, easements, declarations, licenses
and other agreements as may now or hereafter affect the Mortgaged Property, (b) any
streets, ways, alleys, 


 


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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, the Severance Lease
and/or the Ground Lease (hereinafter defined).


 


“Mortgagor’s Personal Property”
shall mean all furniture, furnishings equipment and other personal property of
Mortgagor, 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 Mortgagor or a sublessee of Mortgagor or other occupant of
the Mortgaged Property; provided that in no case shall Mortgagor’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 Mortgaged
Property.


 


“Condominium Documents” shall mean
collectively, (i) the Declaration (hereinafter defined), and all the terms
and provisions thereof, and (ii) the Bylaws (hereinafter defined) and (iii) any
rules or regulations adopted under the 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.


 


“Ground Lease” shall mean that
certain Agreement of Lease, dated as of December 12, 2001, between 42nd
Street Development Project, Inc., as landlord, and The New York Times
Building LLC, as tenant with respect to certain land more particularly
described in Exhibit “A” attached hereto as the land area of the
Condominium and all improvements then or thereafter located thereon, as
evidenced by Memorandum of Agreement of Lease, including an Option to Purchase,
between 42nd Street Development Project, Inc. and The New York Times
Building LLC, dated December 12, 2001, recorded in the Office of the City
Register, New York County on October 24, 2003 as CRFN 2003000433122, as
amended by Letter Agreement dated April 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), as further amended by
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 August 15, 2006 and recorded in the Office of the
City Register, New York County on November 20, 2006 as CRFN 2006000644732,
and as further amended by 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 August 15, 2006 and
recorded in the Office of the City Register, New York County on November 20,
2006 as CRFN 2006000644736 and further amended by First Amendment to Amended
and Restated Agreement of Lease dated January 29, 2007 and recorded in the
Office of the City Register, New York County as CRFN 2007000100154, as the same
may be amended from time to time.


 


TO HAVE AND TO HOLD the above granted and described
Mortgaged Property unto and to the proper use and benefit of Mortgagee, and the
successors and assigns of Mortgagee, forever.


 


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PROVIDED, ALWAYS, and these presents are upon this
express condition, if Mortgagor shall well and truly pay to Mortgagee the Debt
at the time and in the manner provided in the Note and this Mortgage and shall
well and truly abide by and comply with each and every covenant and condition
set forth herein and in the Note, then these presents and the estate hereby
granted shall cease, determine and be void.


 


AND Mortgagor covenants with and represents and
warrants to Mortgagee as follows:


 


1.     Payment of Debt.
Mortgagor will pay the Debt at the time and in the manner provided for its
payment in the Note.


 


2.     Warranty of Title.
Mortgagor warrants that Mortgagor has good, marketable and insurable title to
the Mortgaged Property and has the full power, authority and right to execute,
deliver and perform its obligations under this Mortgage and to deed, encumber,
mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm,
pledge, assign and hypothecate the same and that Mortgagor possesses a
leasehold estate in the premises created by the Severance Lease and that it
owns the Mortgaged Property free and clear of all liens, encumbrances and
charges whatsoever except those which are approved by Mortgagee or given by
Mortgagor to Mortgagee covering the Mortgaged Property (the “Permitted Exceptions”) and that
this Mortgage is and will remain a valid and enforceable first lien on and
security interest in the Mortgaged Property, subject only to the Permitted
Exceptions. Mortgagor shall forever warrant, defend and preserve such title and
the validity and priority of the lien of this Mortgage and shall forever
warrant and defend the same to Mortgagee against the claims of all persons
whomsoever.  By its acceptance of this
Mortgage, Mortgagee acknowledges that, and consents to, after the recordation
of this Mortgage Mortgagor recording as a lien which is junior and subordinate
to the lien of this Mortgage, as the same may be amended, extended, supplemented
or modified from time to time, that certain Wrap-Around Mortgage, Assignment of
Rents, Security Agreement and Fixture Filing to be entered into subsequently to
the entry of this Mortgage by Mortgagor in favor of 620 EIGHTH NYT (NY) LIMITED
PARTNERSHIP.


 


3.     Sale of Mortgaged
Property. If this Mortgage is foreclosed, the Mortgaged Property, or any
interest therein, may, at the discretion of Mortgagee, be sold in one or more
parcels or in several interests or portions and in any order or manner.


 


4.     No Credits on Account of
the Debt. Mortgagor will not claim or demand or be entitled to any credit
or credits on account of the Debt for any part of the taxes assessed against
the Mortgaged Property or any part thereof and no deduction shall otherwise be
made or claimed from the taxable value of the Mortgaged Property, or any part
thereof, by reason of this Mortgage or the Debt.


 


5.     Documentary Stamps.  If at any time the United States of America,
any state thereof or any governmental subdivision of any such state shall
require revenue or other stamps to be affixed to the Note or this Mortgage,
Mortgagor will pay for the same, with interest and penalties thereon, if any.


 


6.     Acceleration;
Appointment of Receiver.  Upon the
occurrence and during the continuance of any default beyond applicable notice
and cure periods under the Note, all the Debt 


 


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shall
become immediately due and payable, without notice or demand, at the option of
Mortgagee and Mortgagee may foreclose this Mortgage or otherwise realize upon
the Mortgaged Property as permitted under applicable law.  Mortgagee, in any action to foreclose this
Mortgage or upon the actual or threatened waste to any part of the Mortgaged
Property or upon the occurrence of any default hereunder, shall be at liberty,
without notice, to apply for the appointment of a receiver of the Rents, and
shall be entitled to the appointment of such receiver as a matter of right,
without regard to the value of the Mortgaged Property as security for the Debt,
or the solvency or insolvency of any person then liable for the payment of the
Debt.


 


7.     Liability . If
Mortgagor consists of more than one person, the obligations and liabilities of
each such person hereunder shall be joint and several.


 


8.     Construction. The
terms of this Mortgage shall be governed by and construed in accordance with
the laws of the State of New York.


 


9.     Security Agreement.
This Mortgage constitutes both a real property mortgage and a “security
agreement” within the meaning of the Uniform Commercial Code, and the Mortgaged
Property includes both real and personal property and all other rights and
interest, whether tangible or intangible in nature, of Mortgagor in the
Mortgaged Property. Mortgagor, by executing and delivering this Mortgage, has
granted to Mortgagee, as security for the Debt, a security interest in the
Equipment. If Mortgagor shall default under the Note or this Mortgage,
Mortgagee, in addition to any other rights and remedies which it may have,
shall have and may exercise, immediately and without demand, any and all rights
and remedies granted to a secured party upon default under the Uniform
Commercial Code.


 


10.   Fixture Filing.  This Mortgage constitutes a financing
statement, filed as a fixture filing in the real estate records of the county
of the state in which the real property described in Exhibit A is
located, with respect to any and all fixtures included within the list of
improvements and fixtures described in Section (C) of the preambles
of this Mortgage and to any goods or other personal property that are now or
hereafter will become a part of the Mortgaged Property as fixtures.


 


11.   Headings, etc. The
headings and captions of various paragraphs of this Mortgage are for
convenience of reference only and are not to be construed as defining or
limiting, in any way, the scope or intent of the provisions hereof.


 


12.   Filing of Mortgage, etc.
Mortgagor forthwith upon the execution and delivery of this Mortgage and
thereafter, from time to time, will cause this Mortgage, and any security
instrument creating a lien or evidencing the lien hereof upon the Mortgaged
Property, to be filed, registered or recorded in such manner and in such places
as may be required by any present or future law in order to publish notice of
and fully to protect the lien hereof upon, and the interest of Mortgagee in,
the Mortgaged Property. Mortgagor will pay all filing, registration or
recording fees, and all expenses incident to the preparation, execution and
acknowledgment of this Mortgage and any security instrument with respect to the
Mortgaged Property, and all Federal, state, county and municipal taxes, duties,
imposts, assessments and charges arising out of or in connection with the
execution and delivery of this Mortgage or any security instrument with respect
to the Mortgaged Property. Mortgagor shall hold harmless and indemnify
Mortgagee, its 


 


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successors
and assigns, against any liability incurred by reason of the imposition of any
tax on the making and recording of this Mortgage.


 


13.   Marshalling.
Mortgagor waives and releases any right to have the Mortgaged Property
marshalled.


 


14.   Authority. Mortgagor
(and the undersigned representative of Mortgagor) has full power, authority and
legal right to execute this Mortgage and to mortgage, give, grant, bargain,
sell, alien, enfeoff, convey, confirm and assign the Mortgaged Property
pursuant to the terms hereof and to keep and observe all of the terms of this
Mortgage on Mortgagor’s part to be performed.


 


15.   Inapplicable Provisions.
If any term, covenant or condition of the Mortgage shall be held to be invalid,
illegal or unenforceable in any respect, this Mortgage shall be construed
without such provision.


 


16.   No Oral Change. This
Mortgage may only be modified or amended by an agreement in writing signed by
Mortgagor and Mortgagee, and may only be released, discharged or satisfied of
record by an agreement in writing signed by Mortgagee.


 


17.   Trust Fund. Pursuant
to Section 13 of the Lien Law of New York, Mortgagor shall receive the
advances secured hereby and shall hold the right to receive such advances as a
trust fund to be applied first for the purpose of paying the cost of any
improvement and shall apply such advances first to the payment of the cost of
any such improvement on the Mortgaged Property before using any part of the
total of the same for any other purpose.


 


18.   Commercial Property.
This Agreement does not cover real property principally improved or to be
improved by one or more structures containing in the aggregate not more than
six (6) residential dwelling units.


 


19.   Maximum Principal
Indebtedness. The maximum amount of principal secured hereby or which under
any contingency may be secured hereby is ONE HUNDRED SEVENTY FIVE MILLION AND
00/100 DOLLARS ($175,000,000.00).


 


20.   Nonrecourse Obligations.  Subject to the qualifications that this
Mortgage and the estate of the Mortgagor in the Property shall continue to
secure the Note, the Mortgagor shall be liable for payment and performance of
all of the obligations, covenants and agreements under the Note to the full
extent (but only to the extent) of the estate of the Mortgagor in the Mortgaged
Property.  If a default occurs in the
timely and proper payment of any portion of the Note, except to the extent set
forth above in this paragraph 20, Mortgagor shall not be personally liable for
the repayment of any of the principal of, interest on, or prepayment fees or
late charges, or other charges or fees due under the Note.


 


21.   Assignment Upon
Refinancing.  Upon written request of
Mortgagor in connection with a refinancing of the Debt or transfer or sale of
the Mortgaged Property, Mortgagee shall assign this Mortgage, without recourse,
warranty or representation whatsoever to the refinancing lender upon (a) payment
of a sum equal to all monies or indebtedness outstanding under the Note and
this Mortgage, including but not limited to, the Debt, all interest accrued
thereon, 


 


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Mortgagee’s
standard assignment fee as in effect at the time of such assignment and payment
of all costs and expenses (including, without limitation, reasonable outside
attorneys’ fees) incurred in connection with the assignment of this Mortgage,
and (b) Mortgagor’s delivery to Mortgagee of an affidavit pursuant to Section 275
of the New York Real Property Law and such other documents and instruments as
Mortgagee may reasonably request.


 


22.           Recognized Mortgage.  Notwithstanding anything herein to the
contrary, (A) insurance proceeds/condemnation awards with respect to the
Property shall not be disposed or applied in a manner inconsistent with the
terms of that certain 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, 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”); (B) Mortgagee
shall provide written notice to 42DP of any defaults under this Mortgage in
accordance with Paragraph 31(c) of the Severance Lease and shall permit
42DP the right to cure any such default and upon such cure 42DP shall be
subrogated to the rights of the Mortgagee to the extent of such cure; (C) this
Mortgage shall not be modified, amended, extended or consolidated without
delivering a copy thereof to 42DP; (D) this Mortgage shall not extend to,
affect, or be a lien or encumbrance upon, the estate and interest of 42DP in
the Demised Premises or the Common Elements (as such terms are defined in the
Severance Lease), in the Severance Lease or any part thereof; (E) this
Mortgage shall at all times be subject and subordinate to (i) the
Severance Lease, and (ii) the Condominium Documents and to the Board of
Managers’ Liens, the NYTC Board of Managers’ Liens and the FC Board of Managers’
Liens (as such terms are defined in the Condominium Documents); and (F) the
Mortgagee (and its successors and assigns) will take title to the Mortgaged Property
subject to the Condominium Documents.


 


23.           Co-Mortgagee.  ESDC (i) is acting under this Mortgage
as co-mortgagee solely for the purpose of making available to the Mortgagor an
exemption from mortgage recording tax, (ii) has no beneficial interest in
or discretionary authority whatsoever as co-mortgagee hereunder or under the
Note and pursuant to the provisions of Paragraph 24 of this Mortgage, effective
immediately after the recording of this Mortgage, is resigning as co-mortgagee
and assigning to Mortgagee, all of its right, title and interest in and to this
Mortgage and (iii) has no obligations, responsibilities or liabilities
whatsoever under this Mortgage or the Note other than to (x) record this
Mortgage in the City Register’s Office and (y) perform its obligations
under Paragraph 24 of this Mortgage.


 


10
















 


24.           Assignment.


 


                (a)           In
consideration of the making of the Note by Mortgagee to the Mortgagor and for
other good and valuable consideration, receipt and sufficiency of which hereby
are acknowledged, effective immediately after the recording of this Mortgage,
automatically and without further action by ESDC, ESDC shall and does hereby
resign as co-mortgagee hereunder and assign unto Mortgagee, all of ESDC’s
right, title and interest under this Mortgage as co-mortgagee, such assignment
being made without recourse, representation or warranty by ESDC, in any case or
event or for any purpose whatsoever.


 


                (b)           By
executing this Mortgage, effective immediately after the recording of this
Mortgage, automatically and without further action by Mortgagee, (i) Mortgagee
consents to and accepts ESDC’s resignation pursuant to this Paragraph 24, (ii) Mortgagee
accepts the assignment by ESDC of all of ESDC’s right, title and interest under
this Mortgage as co-mortgagee hereunder and (iii) Mortgagee, as successor
mortgagee, does assume and agree to be bound by all of the terms and conditions
of this Mortgage, and all of the obligations under this Mortgage applicable to
it in such capacity as mortgagee hereunder.


 


                (c)           The
foregoing assignment and assumption shall be and is self-executing, effective
immediately after the recording of this Mortgage, automatically and without
more, and no further act shall be or is required by any of the parties to this
Mortgage to effectuate the foregoing assignment and assumption.  In confirmation of the foregoing, the parties
shall execute a separate assignment of this Mortgage, which is intended to be
recorded in the City Register’s Office, after the recording of this Mortgage.


 


                (d)           The
Mortgagor acknowledges that ESDC is entering into this Mortgage as co-mortgagee
solely as an accommodation to the Mortgagor and Mortgagee and that ESDC shall
have absolutely no obligations, responsibilities or liabilities hereunder
whatsoever to the Mortgagor, the Mortgagee and/or any third parties other than to
record this Mortgage in the City Register’s Office.


 


                (e)           Mortgagor
indemnifies, defends and holds ESDC and Mortgagee harmless from and against any
and all claims, losses, damages, costs, expenses, suits and demands, including
without limitation, reasonable attorneys fees, court costs and disbursements,
arising from or relating to ESDC’s acting as co-mortgagee hereunder.


 


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IN WITNESS WHEREOF, Mortgagor, ESDC and Mortgagee
have duly executed this Mortgage the day and year first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
  MORTGAGOR:

  
	
   

  	
   

  
	
   

  	
  NYT
  REAL ESTATE COMPANY LLC,

  
	
   

  	
  a
  New York limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Kenneth
  A. Richieri

  
	
   

  	
  Title:

  	
  Manager

  
				



 


 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


On the      day of March, in the year 2009, before
me, the undersigned, personally appeared Kenneth A. Richieri, 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 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

  	
   

  
	
  My
  Commission Expires:

  	
   

  



 


12

















 


	
   

  	
   

  	
  CO-MORTGAGEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  620
  EIGHTH LENDER 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:

  	
  Jason
  E. Fox

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
								



 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


On the      day of March, in the year 2009,
before me, the undersigned, personally appeared Jason E. Fox, 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 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

  	
   

  
	
  My
  Commission Expires:

  



 


13

















 


	
   

  	
  CO-MORTGAGEE:

  
	
   

  	
   

  
	
   

  	
  NEW
  YORK STATE URBAN DEVELOPMENT

  CORPORATION, D/B/A/ EMPIRE STATE

  DEVELOPMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


On the       day of March, in the year 2009,
before me, the undersigned, 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 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

  	
   

  
	
  My
  Commission Expires:

  



 


14

















 


Exhibit A


 


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


 


15

















 


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

  	
  %

  



 


16

















 


Exhibit B


 


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”).


 


17
















 


EXHIBIT Y


 


FIRST
MORTGAGE UCC-1


 





 


UCC FINANCING
STATEMENT


FOLLOW
INSTRUCTIONS (front and back) CAREFULLY


 


A. NAME &
PHONE OF CONTACT AT FILER [optional]


 


B. SEND
ACKNOWLEDGMENT TO: (Name and Address)


 


REED
SMITH LLP


599
Lexington Avenue, 29th Floor


New York,
NY 10022


Attention:  Ziad Hammodi, Esq.


 


THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY


 


	
  1. DEBTOR’S EXACT FULL
  LEGAL NAME- insert only one debtor name (1a or 1b) - do not abbreviate
  or combine names

  
	
   

  	
  1a.
  ORGANIZATION’S NAME

  
	
   

  	
   

  
	
   

  	
   NYT REAL ESTATE COMPANY LLC

  
	
  OR

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1b.
  INDIVIDUAL’S LAST NAME

  	
  FIRST
  NAME

  	
  MIDDLE
  NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1c.MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c/o The New York Times Company
  620 Eighth Ave.

  	
   New York

  	
   NY

  	
  10018

  	
  USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1d. SEE INSTRUCTIONS

  	
  ADD’L INFO RE ORGANIZATION
  DEBTOR

  	
  1e. TYPE OF
  ORGANIZATION

  

  LLC

  	
  1f. JURISDICTION OF
  ORGANIZATION

  

  New York

  	
  1g. ORGANIZATIONAL ID #,
  if any 

  

  13-1102020

  	
  

  

  o  NONE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. ADDITIONAL DEBTOR’S
  EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do
  not abbreviate or combine names

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2a. ORGANIZATION’S
  NAME

  
	
   

  	
   

  
	
  OR

  	
   

  
	
   

  	
  2b. INDIVIDUAL’S
  LAST NAME

  	
  FIRST
  NAME

  	
  MIDDLE
  NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2d. SEE INSTRUCTIONS

  	
  ADD’L INFO RE
  ORGANIZATION DEBTOR

  	
  2e. TYPE OF
  ORGANIZATION

  



  	
  2f. JURISDICTION OF
  ORGANIZATION

  	
  2g. ORGANIZATIONAL ID #,
  if any 

  	
  

  

  o  NONE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only
  one secured party name (3a or 3b)

  
	
   

  	
  3a.
  ORGANIZATION’S NAME

  
	
   

  	
   

  
	
   

  	
  620 EIGHT LENDER NYT (NY) LIMITED PARTNERSHIP

  
	
  OR

  	
   

  
	
   

  	
  3b.
  INDIVIDUAL’S LAST NAME

  	
  FIRST
  NAME

  	
  MIDDLE
  NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c/o W.P. Carey & Co., LLC
  50 Rockefeller Plaza, 2nd I

  	
  New York

  	
  NY

  	
  10020

  	
  USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. This FINANCING
  STATEMENT covers the following collateral:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  See  Exhibit A
  attached hereto.

  
	
   

  
	
  5. ALTERNATIVE
  DESIGNATION [if applicable]:

  	
  o LESSEE/LESSOR

  	
  o CONSIGNEE/CONSIGNOR

  	
  o BAILEE/BAILOR

  	
  o SELLER/BUYER

  	
  o AG. LIEN

  	
  o NON-UCC FILING

  
	
  6. x This FINANCING STATEMENT is to be
  filed [for record] (or recorded) in the REAL

      ESTATE RECORDS. Attach Addendum                [if
  applicable]

  	
  7.
  Check to REQUEST SEARCH REPORT(S) on Debtor(s)
  [ADDITIONAL
  FEE]                                     [optional]

  	
  o All Debtors 

  	
  o Debtor 1

  	
  o Debtor 2

  
	
  8.
  OPTIONAL FILER REFERENCE DATA

  	
   

  	
   

  	
   

  	
   

  
																					



 


 


NY County Clerk


 


FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV.
05/22/02)


 


1

















 


Instructions
for UCC Financing Statement (Form UCC1)


 


Please
type or laser-print this form. Be sure it is completely legible. Read all
Instructions, especially Instruction 1; correct Debtor name is crucial. Follow
Instructions completely.


 


Fill in form very
carefully; mistakes may have important legal consequences. If you have
questions, consult your attorney. Filing office cannot give legal advice.


 


Do not insert anything in
the open space in the upper portion of this form; it is reserved for filing
office use.


 


When
properly completed, send Filing Office Copy, with required fee, to filing
office. If you want an acknowledgment, complete item B and, if filing in a
filing office that returns an acknowledgment copy furnished by filer, you may
also send Acknowledgment Copy; otherwise detach. If you want to make a search
request, complete item 7 (after reading Instruction 7 below) and send Search
Report Copy, otherwise detach. Always detach Debtor and Secured Party Copies.


 


If you need to use
attachments, you are encouraged to use either Addendum (Form UCC1Ad) or
Additional Party (Form UCC1AP). 


 


A.  To assist filing offices that might wish to communicate with filer,
filer may provide information in item A. This item is optional.


 


B.   Complete item B if you want an acknowledgment sent to you. If filing
in a filing office that returns an acknowledgment copy furnished by filer,
present simultaneously with this form a carbon or other copy of this form for
use as an acknowledgment copy.


 


1.      Debtor name: Enter only one
Debtor name in item 1, an organization’s name (1a) or an
individual’s name (1b). Enter Debtor’s exact full legal name. Don’t
abbreviate.


 


1a.    Organization
Debtor. “Organization” means an entity having a legal identity separate
from its owner. A partnership is an organization; a sole proprietorship is not
an organization, even if it does business under a trade name. If Debtor is a
partnership, enter exact full legal name of partnership; you need not enter
names of partners as additional Debtors. If Debtor is a registered organization
(e.g., corporation, limited partnership, limited liability company), it is
advisable to examine Debtor’s current filed charter documents to determine
Debtor’s correct name, organization type, and jurisdiction of organization.


 


1b.    Individual
Debtor. “Individual” means a natural person; this includes a sole
proprietorship, whether or not operating under a trade name. Don’t use prefixes
(Mr., Mrs., Ms.). Use suffix box only for titles of lineage
(Jr., Sr., III) and not for other suffixes or titles (e.g., M.D.).
Use married woman’s personal name (Mary Smith, not Mrs. John Smith). Enter
individual Debtor’s family name (surname) in Last Name box, first given name in
First Name box, and all additional given names in Middle Name box.


 


For both organization
and individual Debtors: Don’t use Debtor’s trade name, DBA, AKA, FKA,
Division name, etc. in place of or combined with Debtor’s legal name; you may
add such other names as additional Debtors if you wish (but this is neither
required nor recommended).


 


1c.    An address
is always required for the Debtor named in 1a or 1b.


 


1d.    Reserved
for Financing Statements to be filed in North Dakota or South Dakota only.
If this Financing Statement is to be filed in North Dakota or South Dakota, the
Debtor’s taxpayer identification number (tax ID#) — social security number or
employer identification number must be placed in this box.


 


1e,f,g.
“Additional information re organization Debtor” is always required. Type of
organization and jurisdiction of organization as well as Debtor’s exact legal
name can be determined from Debtor’s current filed charter document. Organizational
ID #, if any, is assigned by the agency where the charter document was filed;
this is different from tax ID #; this should be entered preceded by the
2-character U.S. Postal identification of state of organization if one of the
United States (e.g., CA12345, for a California corporation whose organizational
ID # is 12345); if agency does not assign organizational ID #, check box in
item 1g indicating “none.”


 


Note: If Debtor is a trust or a trustee
acting with respect to property held in trust, enter Debtor’s name in item 1
and attach Addendum (Form UCC1Ad) and check appropriate box in item 17. If
Debtor is a decedent’s estate, enter name of deceased individual in item 1b and
attach Addendum (Form UCC1Ad) and check appropriate box in item 17. If
Debtor is a transmitting utility or this Financing Statement is filed in
connection with a Manufactured-Home Transaction or a Public-Finance Transaction
as defined in applicable Commercial Code, attach Addendum (Form UCC1Ad)
and check appropriate box in item 18.


 


2.      If an
additional Debtor is included, complete item 2, determined and formatted per
Instruction 1. To include further additional Debtors, attach either Addendum
(Form UCC1Ad) or Additional Party (Form UCC1AP) and follow
Instruction 1 for determining and formatting additional names.


 


3.      Enter
information for Secured Party or Total Assignee, determined and formatted per
Instruction 1. To include further additional Secured Parties, attach either
Addendum (Form UCC1Ad) or Additional Party (Form UCC1AP) and follow
Instruction 1 for determining and formatting additional names. If there has
been a total assignment of the Secured Party’s interest prior to filing this form,
you may either (1) enter Assignor S/P’s name and address in item 3 and
file an Amendment (Form UCC3) [see item 5 of that form]; or (2) enter
Total Assignee’s name and address in item 3 and, if you wish, also attaching
Addendum (Form UCC1Ad) giving Assignor S/P’s name and address in item 12.


 


4.      Use item
4 to indicate the collateral covered by this Financing Statement. If space in
item 4 is insufficient, put the entire collateral description or continuation
of the collateral description on either Addendum (Form UCC1Ad) or other
attached additional page(s).


 


5.      If filer
desires (at filer’s option) to use titles of lessee and lessor, or consignee
and consignor, or seller and buyer (in the case of accounts or chattel paper),
or ballee and bailor instead of Debtor and Secured Party, check the appropriate
box in item 5. If this is an agricultural lien (as defined in applicable
Commercial Code) filing or is otherwise not a UCC security interest filing
(e.g., a tax lien, judgment lien, etc.), check the appropriate box in item 5,
complete items 1-7 as applicable and attach any other items required under
other law.


 


6.      If this
Financing Statement is filed as a fixture filing or if the collateral consists
of timber to be cut or as-extracted collateral, complete items 1-5, check the
box in item 6, and complete the required information (items 13, 14 and/or 15)
on Addendum (Form UCC1Ad).


 


7.      This item
is optional. Check appropriate box in item 7 to request Search
Report(s) on all or some of the Debtors named in this Financing Statement.
The Report will list all Financing Statements on file against the designated
Debtor on the date of the Report, including this Financing Statement. There is
an additional fee for each Report. If you have checked a box in item 7, file
Search Report Copy together with Filing Officer Copy (and Acknowledgment Copy).
Note: Not all states do searches and not all states will honor a search request
made via this form; some states require a separate request form.


 


8.      This item
is optional and is for filer’s use only. For filer’s convenience of reference,
filer may enter in item 8 any identifying information (e.g., Secured Party’s
loan number, law firm file number, Debtor’s name or other identification, state
in which form is being filed, etc.) that filer may find useful.


 


2

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


Collateral is as follows:


 


(A)          All
of Debtor’s right, title and interest to the leasehold condominium units (the “Condominium
Units”) in The New York Times Building Condominium (the “Condominium”),
as more particularly described on Schedule 1 attached hereto and Debtor’s
undivided interest in the Condominium common elements appurtenant to the
Condominium Units.  The parcel of land on
which the Condominium is located, as more particularly described below is
hereinafter called the “Real Property”, 
and the building in which the Condominium Units are located  (i.e., 620 Eighth Avenue, New York, New
York), together with all other structures and improvements situated on, or
affixed or appurtenant to the Real Property, are collectively herein
called  the “Building”;


 


(B)           All
of Debtor’s right, title and interest appurtenant to the Condominium Units in
and to any fixtures, equipment and machinery affixed to the Building and used
solely for the operation of the Building (such as, by way of example, HVAC,
plumbing, electrical, mechanical and fire safety fixtures, machinery and
equipment, fire safety equipment) (the “Additional Property”), but the
Additional Property shall exclude the Debtor’s Personal Property (hereinafter
defined); and


 


(C)           All
of Debtor’s right, title and interest appurtenant to the Condominium Units in
and to (a) any assignable guaranties, warranties, certificates, rights and
privileges relating to the Condominium Units or the Additional Property in
effect on the date hereof, (b) any assignable licenses and permits
relating to the Land, the Building or the Additional Property in effect on the
date hereof, (c) any drawings, plans or specifications relating to the
Building or the Additional Property to the extent in Debtor’s possession or
control on the date hereof, (d) any site plans, surveys, environmental
reports, architectural renderings, engineering plans and studies and floor
plans relating to the Land, the Building or the Additional Property to the
extent in Debtor’s possession or control on the date hereof, and (e) all
utility, service, maintenance and other similar contracts relating to the Land,
the Building or the Additional Property in effect on the date hereof (the “Intangible
Property”).


 


All of the items
referred to in paragraphs A, B and C above are collectively referred to as the “Property.”  The term “Property” shall exclude the
following:


 


(1)           Any
existing cause of action, or damage claim, of or against Debtor.


 


(2)           All
rights and interests of Debtor with respect to any amounts due Debtor with
respect to the Property and arising prior to the date hereof (including but not
limited to, tax refunds, casualty or condemnation proceeds, utility deposits,
rents or other income from the Property) to the extent attributable to periods
prior to the date hereof.


 


3

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


(3)           All
rights and interests of Debtor with respect to the condominium units comprising
Floors 21 through 27 of the Building and their respective undivided interest in
the Condominium common elements (the “Excluded Units”).


 


(4)           All
furniture, furnishings equipment and other personal property of Debtor, 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 Building and any other personal property
owned by Debtor or a sublessee of Debtor or other occupant of the Property
(collectively, “Debtor’s Personal Property”); provided that in no case
shall Debtor’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 Property.


 


(5)           All
trademarks, tradenames, logos and other intellectual property rights relating
to The New York Times Company and its subsidiaries and affiliates and/or
related media groups.


 


(6)           All
right, title and interest of Debtor in and to that certain (i) NYTC
Facility Maintenance and Management Agreement relating to the Condominium Units
and the Excluded Units between Debtor and First New York Partners Management,
LLC dated as of January 4, 2007, as amended, and (ii) that certain
Management Agreement relating to the Excluded Units between Debtor and First
New York Partners Management, LLC dated as of April 4, 2008.


 


4

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


Schedule 1


 


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,


 


5

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


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.


 


6

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


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

  	
  %

  



 


Remainder
of Page Intentionally Left Blank


 


7

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


The legal description of the Real
Property referred to above is as follows:


 


THE REAL PROPERTY REFERRED TO
HEREIN IS ALL THAT CERTAIN REAL PROPERTY LOCATED IN THE BOROUGH OF MANHATTAN,
COUNTY OF NEW YORK STATE OF NEW YORK, DESCRIBED AS FOLLOWS:


 


SEE LEGAL DESCRIPTION ATTACHED
HERETO AND MADE A PART HEREOF.


 


Block: 1012


 


Lots:   1001,
1003, 1009 through 1027, and 1035       (formerly
part of Lot 1)


 


	
  Addresses:

  	
  620-628
  8th Avenue,

  
	
   

  	
  263-267
  and 241-261 West 40th Street,

  
	
   

  	
  242-244
  West 41st Street,

  
	
   

  	
  231-235
  West 40th Street,

  
	
   

  	
  248-256,
  260-262 and 268 West 41st Street

  
	
   

  	
  634 and
  630-632 8th Avenue,

  
	
   

  	
  New York,
  New York

  
	
   

  	
   

  
	
  County:

  	
  New York

  



 


END OF LEGAL DESCRIPTION


 


8
















 


EXHIBIT Z


 


WRAP
MORTGAGE UCC-1


 





 


UCC FINANCING
STATEMENT


FOLLOW
INSTRUCTIONS (front and back) CAREFULLY


 


A. NAME &
PHONE OF CONTACT AT FILER [optional]


 


B. SEND
ACKNOWLEDGMENT TO: (Name and Address)


 


REED
SMITH LLP


599
Lexington Avenue, 29th Floor


New York,
NY 10022


Attention:  Ziad Hammodi, Esq.


 


THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY


 


	
  1. DEBTOR’S EXACT FULL
  LEGAL NAME- insert only one debtor name (1a or 1b) - do not abbreviate
  or combine names

  
	
   

  
	
   

  	
  1a.
  ORGANIZATION’S NAME

  
	
   

  	
   

  
	
   

  	
   NYT REAL ESTATE COMPANY LLC

  
	
   

  	
   

  
	
  OR

  	
  1b.
  INDIVIDUAL’S LAST NAME

  	
  FIRST
  NAME

  	
  MIDDLE
  NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c/o The New York Times Company
  620 Eighth Ave.

  	
   New York

  	
   NY

  	
  10018

  	
  USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1d. SEE INSTRUCTIONS

  	
  ADD’L INFO RE
  ORGANIZATION DEBTOR

  	
  1e. TYPE OF
  ORGANIZATION

  

  LLC

  	
  1f. JURISDICTION OF
  ORGANIZATION

  

  New York

  	
  1g. ORGANIZATIONAL ID #,
  if any 

  
	
  13-1102020

  	
  o  NONE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. ADDITIONAL DEBTOR’S
  EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do
  not abbreviate or combine names

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2a. ORGANIZATION’S
  NAME

  
	
   

  	
   

  
	
   

  	
   

  
	
  OR

  	
  2b. INDIVIDUAL’S
  LAST NAME

  	
  FIRST
  NAME

  	
  MIDDLE
  NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2d. SEE INSTRUCTIONS

  	
  ADD’L INFO RE
  ORGANIZATION DEBTOR

  	
  2e. TYPE OF
  ORGANIZATION

  



  	
  2f. JURISDICTION OF
  ORGANIZATION

  	
  2g. ORGANIZATIONAL ID #,
  if any 

  
	
   

  	
  o  NONE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only
  one secured party name (3a or 3b)

  
	
   

  	
  3a.
  ORGANIZATION’S NAME

  
	
   

  	
   

  
	
   

  	
  620 EIGHT NYT (NY) LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
  OR

  	
  3b.
  INDIVIDUAL’S LAST NAME

  	
  FIRST
  NAME

  	
  MIDDLE
  NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c/o W.P. Carey & Co., LLC
  50 Rockefeller Plaza, 2nd I

  	
  New York

  	
  NY

  	
  10020

  	
  USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4. This FINANCING
  STATEMENT covers the following collateral:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  See Exhibit A attached hereto 

  
	
   

  
	
  5. ALTERNATIVE
  DESIGNATION [if applicable]:

  	
  o LESSEE/LESSOR

  	
  o CONSIGNEE/CONSIGNOR

  	
  o BAILEE/BAILOR

  	
  o SELLER/BUYER

  	
  o AG. LIEN

  	
  o NON-UCC FILING

  
	
   

  
	
  6. x This FINANCING STATEMENT is to be filed
  [for record] (or recorded) in the REAL

  ESTATE RECORDS. Attach Addendum

  	
  7.
  Check to REQUEST SEARCH REPORT(S) on Debtor(s)
  [ADDITIONAL
  FEE]                                     [optional]

  	
  o All Debtors 

  	
  o Debtor 1

  	
  o Debtor 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.
  OPTIONAL FILER REFERENCE DATA

  	
   

  	
   

  	
   

  	
   

  
																				



 


 


NY County Clerk


 


FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV.
05/22/02)


 


1

















 


Instructions
for UCC Financing Statement (Form UCC1)


 


Please
type or laser-print this form. Be sure it is completely legible. Read all
Instructions, especially Instruction 1; correct Debtor name is crucial. Follow
Instructions completely.


 


Fill in form very
carefully; mistakes may have important legal consequences. If you have
questions, consult your attorney. Filing office cannot give legal advice.


 


Do not insert anything in
the open space in the upper portion of this form; it is reserved for filing
office use.


 


When
properly completed, send Filing Office Copy, with required fee, to filing
office. If you want an acknowledgment, complete item B and, if filing in a
filing office that returns an acknowledgment copy furnished by filer, you may
also send Acknowledgment Copy; otherwise detach. If you want to make a search
request, complete item 7 (after reading Instruction 7 below) and send Search
Report Copy, otherwise detach. Always detach Debtor and Secured Party Copies.


 


If you need to use
attachments, you are encouraged to use either Addendum (Form UCC1Ad) or
Additional Party (Form UCC1AP). 


 


A. To assist filing
offices that might wish to communicate with filer, filer may provide
information in item A. This item is optional.


 


B.
Complete item B if you want an acknowledgment sent to you. If filing in a
filing office that returns an acknowledgment copy furnished by filer, present simultaneously
with this form a carbon or other copy of this form for use as an acknowledgment
copy.


 


1.      Debtor name: Enter only one
Debtor name in item 1, an organization’s name (1a) or an individual’s
name (1b). Enter Debtor’s exact full legal name. Don’t abbreviate.


 


1a.    Organization
Debtor. “Organization” means an entity having a legal identity separate
from its owner. A partnership is an organization; a sole proprietorship is not
an organization, even if it does business under a trade name. If Debtor is a
partnership, enter exact full legal name of partnership; you need not enter
names of partners as additional Debtors. If Debtor is a registered organization
(e.g., corporation, limited partnership, limited liability company), it is
advisable to examine Debtor’s current filed charter documents to determine
Debtor’s correct name, organization type, and jurisdiction of organization.


 


1b.    Individual
Debtor. “Individual” means a natural person; this includes a sole
proprietorship, whether or not operating under a trade name. Don’t use prefixes
(Mr., Mrs., Ms.). Use suffix box only for titles of lineage
(Jr., Sr., III) and not for other suffixes or titles (e.g., M.D.).
Use married woman’s personal name (Mary Smith, not Mrs. John Smith). Enter
individual Debtor’s family name (surname) in Last Name box, first given name in
First Name box, and all additional given names in Middle Name box.


 


For both organization
and individual Debtors: Don’t use Debtor’s trade name, DBA, AKA, FKA,
Division name, etc. in place of or combined with Debtor’s legal name; you may
add such other names as additional Debtors if you wish (but this is neither
required nor recommended).


 


1c.    An address
is always required for the Debtor named in 1a or 1b.


 


1d.    Reserved
for Financing Statements to be filed in North Dakota or South Dakota only.
If this Financing Statement is to be filed in North Dakota or South Dakota, the
Debtor’s taxpayer identification number (taxID#) — social security number or
employer identification number must be placed in this box.


 


1e,f,g.
“Additional information re organization Debtor” is always required. Type of organization
and jurisdiction of organization as well as Debtor’s exact legal name can be
determined from Debtor’s current filed charter document. Organizational ID #,
if any, is assigned by the agency where the charter document was filed; this is
different from tax ID #; this should be entered preceded by the 2-character
U.S. Postal identification of state of organization if one of the United States
(e.g., CA12345, for a California corporation whose organizational ID # is
12345); if agency does not assign organizational ID #, check box in item 1g
indicating “none.”


 


Note: If
Debtor is a trust or a trustee acting with respect to property held in trust,
enter Debtor’s name in item 1 and attach Addendum (Form UCC1Ad) and check
appropriate box in item 17. If Debtor is a decedent’s estate, enter name of
deceased individual in item 1b and attach Addendum (Form UCC1Ad) and check
appropriate box in item 17. If Debtor is a transmitting utility or this
Financing Statement is filed in connection with a Manufactured-Home Transaction
or a Public-Finance Transaction as defined in applicable Commercial Code, attach
Addendum (Form UCC1Ad) and check appropriate box in item 18.


 


2.      If an
additional Debtor is included, complete item 2, determined and formatted per
Instruction 1. To include further additional Debtors, attach either Addendum
(Form UCC1Ad) or Additional Party (Form UCC1AP) and follow
Instruction 1 for determining and formatting additional names.


 


3.      Enter
information for Secured Party or Total Assignee, determined and formatted per
Instruction 1. To include further additional Secured Parties, attach either Addendum
(Form UCC1Ad) or Additional Party (Form UCC1AP) and follow
Instruction 1 for determining and formatting additional names. If there has
been a total assignment of the Secured Party’s interest prior to filing this
form, you may either (1) enter Assignor S/P’s name and address in item 3
and file an Amendment (Form UCC3) [see item 5 of that form]; or
(2) enter Total Assignee’s name and address in item 3 and, if you wish,
also attaching Addendum (Form UCC1Ad) giving Assignor S/P’s name and
address in item 12.


 


4.      Use item
4 to indicate the collateral covered by this Financing Statement. If space in
item 4 is insufficient, put the entire collateral description or continuation
of the collateral description on either Addendum (Form UCC1Ad) or other
attached additional page(s).


 


5.      If filer
desires (at filer’s option) to use titles of lessee and lessor, or consignee
and consignor, or seller and buyer (in the case of accounts or chattel paper),
or bailee and bailor instead of Debtor and Secured Party, check the appropriate
box in item 5. If this is an agricultural lien (as defined in applicable
Commercial Code) filing or is otherwise not a UCC security interest filing
(e.g., a tax lien, judgment lien, etc.), check the appropriate box in item 5,
complete items 1-7 as applicable and attach any other items required under
other law.


 


6.      If this
Financing Statement is filed as a fixture filing or if the collateral consists
of timber to be cut or as-extracted collateral, complete items 1-5, check the
box in item 6, and complete the required information (items 13, 14 and/or 15)
on Addendum (Form UCC1Ad).


 


7.      This item
is optional. Check appropriate box in item 7 to request Search
Report(s) on all or some of the Debtors named in this Financing Statement.
The Report will list all Financing Statements on file against the designated
Debtor on the date of the Report, including this Financing Statement. There is
an additional fee for each Report. If you have checked a box in item 7, file
Search Report Copy together with Filing Officer Copy (and Acknowledgment Copy).
Note: Not all states do searches and not all states will honor a search request
made via this form; some states require a separate request form.


 


8.      This item
is optional and is for filer’s use only. For filer’s convenience of reference,
filer may enter in item 8 any identifying information (e.g., Secured Party’s
loan number, law firm file number, Debtor’s name or other identification, state
in which form is being filed, etc.) that filer may find useful.


 


2

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4
(continued) - Exhibit “A”


 


Collateral is as follows:


 


(A)          All
of Debtor’s right, title and interest to the leasehold condominium units (the “Condominium
Units”) in The New York Times Building Condominium (the “Condominium”),
as more particularly described on Schedule 1 attached hereto and Debtor’s
undivided interest in the Condominium common elements appurtenant to the
Condominium Units.  The parcel of land on
which the Condominium is located, as more particularly described below is
hereinafter called the “Real Property”, 
and the building in which the Condominium Units are located (i.e., 620
Eighth Avenue, New York, New York), together with all other structures and
improvements situated on, or affixed or appurtenant to the Real Property, are
collectively herein called the “Building”;


 


(B)           All
of Debtor’s right, title and interest appurtenant to the Condominium Units in
and to any fixtures, equipment and machinery affixed to the Building and used
solely for the operation of the Building (such as, by way of example, HVAC,
plumbing, electrical, mechanical and fire safety fixtures, machinery and
equipment, fire safety equipment) (the “Additional Property”), but the
Additional Property shall exclude the Debtor’s Personal Property (hereinafter
defined); and


 


(C)           All
of Debtor’s right, title and interest appurtenant to the Condominium Units in
and to (a) any assignable guaranties, warranties, certificates, rights and
privileges relating to the Condominium Units or the Additional Property in
effect on the date hereof, (b) any assignable licenses and permits
relating to the Land, the Building or the Additional Property in effect on the
date hereof, (c) any drawings, plans or specifications relating to the
Building or the Additional Property to the extent in Debtor’s possession or
control on the date hereof, (d) any site plans, surveys, environmental
reports, architectural renderings, engineering plans and studies and floor
plans relating to the Land, the Building or the Additional Property to the
extent in Debtor’s possession or control on the date hereof, and (e) all
utility, service, maintenance and other similar contracts relating to the Land,
the Building or the Additional Property in effect on the date hereof (the “Intangible
Property”).


 


All of the items
referred to in paragraphs A, B and C above are collectively referred to as the “Property.”  The term “Property” shall exclude the
following:


 


(1)           Any
existing cause of action, or damage claim, of or against Debtor.


 


(2)           All
rights and interests of Debtor with respect to any amounts due Debtor with
respect to the Property and arising prior to the date hereof (including but not
limited to, tax refunds, casualty or condemnation proceeds, utility deposits,
rents or other income from the Property) to the extent attributable to periods
prior to the date hereof.


 


3

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4 (continued) - Exhibit “A”


 


(3)           All
rights and interests of Debtor with respect to the condominium units comprising
Floors 21 through 27 of the Building and their respective undivided interest in
the Condominium common elements (the “Excluded Units”).


 


(4)           All furniture,
furnishings equipment and other personal property of Debtor, 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 Building and any other personal property
owned by Debtor or a sublessee of Debtor or other occupant of the Property
(collectively, “Debtor’s Personal Property”); provided that in no case
shall Debtor’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 Property.


 


(5)           All
trademarks, tradenames, logos and other intellectual property rights relating
to The New York Times Company and its subsidiaries and affiliates and/or
related media groups.


 


(6)           All
right, title and interest of Debtor in and to that certain (i) NYTC Facility
Maintenance and Management Agreement relating to the Condominium Units and the
Excluded Units between Debtor and First New York Partners Management, LLC dated
as of January 4, 2007, as amended, and (ii) that certain Management
Agreement relating to the Excluded Units between Debtor and First New York
Partners Management, LLC dated as of April 4, 2008.


 


4

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4 (continued) - Exhibit “A”


 


Schedule 1


 


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,


 


5

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4 (continued) - Exhibit “A”


 


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.


 


6

















 


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

  	
  %

  



 


Remainder
of Page Intentionally Left Blank


 


7

















 


Debtor:  NYT REAL
ESTATE COMPANY, a New York limited liability company


 


Item No. 4 (continued) - Exhibit “A”


 


The legal description of the Real
Property referred to above is as follows:


 


THE REAL PROPERTY REFERRED TO
HEREIN IS ALL THAT CERTAIN REAL PROPERTY LOCATED IN THE BOROUGH OF MANHATTAN,
COUNTY OF NEW YORK STATE OF NEW YORK, DESCRIBED AS FOLLOWS:


 


SEE LEGAL DESCRIPTION ATTACHED
HERETO AND MADE A PART HEREOF.


 


Block: 1012


 


Lots:   1001,
1003, 1009 through 1027, and 1035       (formerly
part of Lot 1)


 


	
  Addresses:

  	
  620-628
  8th Avenue,

  
	
   

  	
  263-267
  and 241-261 West 40th Street,

  
	
   

  	
  242-244
  West 41st Street,

  
	
   

  	
  231-235
  West 40th Street,

  
	
   

  	
  248-256,
  260-262 and 268 West 41st Street

  
	
   

  	
  634 and
  630-632 8th Avenue,

  
	
   

  	
  New York,
  New York

  
	
   

  	
   

  
	
  County:

  	
  New York

  



 


END OF LEGAL DESCRIPTION


 


8
















 


EXHIBIT BB


 


THIRD AMENDMENT TO DECLARATION


 










 


THIRD AMENDMENT

TO

DECLARATION OF LEASEHOLD CONDOMINIUM


 


ESTABLISHING A PLAN OF LEASEHOLD CONDOMINIUM


OWNERSHIP OF PREMISES KNOWN AS AND HAVING A
STREET


ADDRESS OF 620 EIGHTH AVENUE, NEW YORK, NEW
YORK


 






 


	
  Name of Condominium:

  	
   

  	
  The New York Times Building Condominium

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  As of March      2009

  
	
   

  	
   

  	
   

  
	
  Block:

  	
   

  	
  1012

  
	
   

  	
   

  	
   

  
	
  Lots:

  	
   

  	
  1001-1058

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Record and Return to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert M. Safron, Esq.

  
	
   

  	
   

  	
  Patterson Belknap Webb & Tyler LLP

  
	
   

  	
   

  	
  1133 Avenue of the Americas

  
	
   

  	
   

  	
  New York, New York 10036

  



 


1

















 


Third Amendment to
Declaration of

The New York Times Building Condominium


 


This Third Amendment to
Declaration (this “Third Amendment”), made as of the       
day of March, 2009, by FC EIGHTH AVE., LLC, having an address c/o Forest City
Ratner Companies, 1 Metrotech Center North, Brooklyn, New York 11201 and NYT
REAL ESTATE COMPANY LLC, having an address c/o The New York Times Company, 620
Eighth Avenue, New York, New York 10018, being all of the Unit Owners of the
Condominium Units located in the building known as The New York Times Building
Condominium (collectively, the “Unit Owners”), do hereby declare as follows:


 


WHEREAS, The New York Times
Building LLC was the Declarant under that certain Declaration Establishing a
Plan of Leasehold Condominium Ownership of Premises known as and having a
street address of 620 Eighth Avenue, New York, New York (the “Declaration”),
which Declaration was dated as of August 4, 2006, and recorded in the
Office of the City Register of the City of New York (the “City 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 City
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 City’s Register’s Office on January 8, 2008 as
CRFN 2008000008734 (the Declaration, the First Amendment and the Second
Amendment are hereinafter referred to collectively as the “Declaration”);


 


WHEREAS, the Unit Owners wish to
amend and modify certain terms of the Declaration in the manner hereinafter
provided;


 


NOW, THEREFORE, the Declaration
is hereby amended as follows:


 


1.             Article XIII of the Declaration
entitled “Person to Receive Service” is hereby amended and restated in its
entirety to read as follows:


 


“PERSON TO
RECEIVE SERVICE


 


The Secretary of State of the State of New York is hereby designated to
receive service of process in any action or proceeding which may be brought
against the Condominium.


 


The Secretary of State, in such event, shall deliver a copy of any such
process or notice to the Board of Managers, c/o The New York Times Company, 620
Eighth Avenue, New York, New York 10018, Attention: General Counsel.  As required by the Laws, the Condominium
Board shall notify the Secretary of State of any change in the person
authorized to receive a copy of any process served against the Secretary of
State.  The Board of Managers shall
deliver promptly to each Unit Owner, Ground Lessee and each 


 


2

















 


Unit Owner’s Registered Mortgagee copies of any notices received by the
Board of Managers pursuant to this Article XIII.”


 


2.             Article XX, Section 9 of the
Declaration entitled “Registered Mortgagee Requirements; Rights of Registered
Mortgagees” is hereby amended so as to add the following proviso to the end of
clause (ii)(y) of such Section 9(a):


 


“; provided, however, that (1) if a mortgagee’s mortgage covers
only all or part of the FC Areas constituting the FC Collective Unit (and not
any of the NYTC Collective Unit), then such mortgagee need not subordinate its
mortgage to the NYTC Board of Managers’ Liens in order for such mortgage to be
a Registered Mortgage, (2) if a mortgagee’s mortgage covers only all or
part of the NYTC Areas constituting the NYTC Collective Unit (and not any of
the FC Collective Unit), then such mortgagee need not subordinate its mortgage
to the FC Board of Managers’ Liens in order for such mortgage to be a
Registered Mortgage, (3) if a mortgagee’s mortgage covers all or part of
the FC Areas constituting the entire FC Collective Unit (and not any of the
NYTC Collective Unit) and the FC Collective Unit is owned by a single Unit
Owner (or a group of Unit Owners which are Affiliates) or the mortgage covers the
entire FC Collective Unit (and not any of the NYTC Collective Unit) and the
mortgage covering the FC Collective Unit prohibits the FC Unit Owner from
selling the FC Collective Unit without such mortgagee’s consent and no such
sale has occurred that has been consented to by such mortgagee, then such
mortgagee need not subordinate its mortgage to the FC Board of Managers’ Liens
in order for such mortgage to be a Registered Mortgage, and (4) if a
mortgagee’s mortgage covers all or part of the NYTC Areas constituting the
entire NYTC Collective Unit (and not any of the FC Collective Unit) and the
NYTC Collective Unit is owned by a single Unit Owner (or a group of Unit Owners
which are Affiliates) or the mortgage covers the entire NYTC Collective Unit
(and not any of the FC Collective Unit) and the mortgage covering the NYTC
Collective Unit prohibits the NYTC Unit Owner from selling the NYTC Collective
Unit without such mortgagee’s consent and no such sale has occurred that has
been consented to by such mortgagee, then such mortgagee need not subordinate
its mortgage to the NYTC Board of Managers’ Liens in order for such mortgage to
be a Registered Mortgage.”


 


3.             The following additional modifications are
hereby made to the Declaration:


 


a.             The existing
definition of NYTC Unit Lease is hereby deleted in its entirety and replaced
with the following:


 


“NYTC Unit Lease” shall
mean (i) that certain sublease dated as of December 12, 2001 between
Declarant, as sublandlord, and NYT Real Estate Company LLC, as subtenant, a
memorandum of which was 


 


3

















 


recorded on October 24,
2003 in the Register’s Office as CRFN2003000433125, and an amended memorandum
of which will be recorded promptly following the recordation of this Declaration,
as said sublease may be assigned, amended, supplemented and/or restated from
time to time as permitted thereunder, (ii) that certain sublease dated as
of March     , 2009 between Ground Lessee, as
sublandlord, and NYT Real Estate Company LLC, as subtenant, a memorandum of
which is intended to be recorded in the Register’s Office, as said sublease may
be assigned, amended, supplemented and/or restated from time to time as
permitted thereunder, and (iii) any new sublease entered into by Ground
Lessee with a Registered Mortgagee (or its nominee or designee) in accordance
with the applicable provisions of the NYTC Unit Lease described in the
preceding subclauses (i) or (ii).


 


b.             The existing
definition of Unit Leases is hereby deleted in its entirety and replaced with
the following:


 


“Unit Leases” shall
mean, collectively, the FC Unit Lease and the NYTC Unit Lease, as each may be
amended, supplemented and/or restated from time to time as permitted
thereunder.  The term “Unit Lease”,
when used in the singular, shall refer to either the FC Unit Lease or the NYTC
Unit Lease (as each may be amended, supplemented and/or restated from time to
time as permitted thereunder), as appropriate.


 


c.             Section 2 of Article XVIII
of the Declaration is hereby deleted in its entirety and replaced with the
following:


 


Section 2.  Purchase Option Under Unit Leases.  Except as otherwise set forth in this Section 2,
the decision to exercise the purchase option set forth in Article V of the
Unit Leases shall be made solely by the NYTC Board of Managers on behalf of all
of the NYTC Unit Owners, and if the NYTC Board of Managers on behalf of all of
the NYTC Unit Owners exercises the purchase option set forth in Article V
of the NYTC Unit Lease, then each NYTC Unit Owner, FC Unit Owner and the Retail
Unit Owner shall simultaneously exercise the purchase option set forth in Article V
of its respective Unit Lease, and thereupon each Unit Owner shall take all
actions required under its respective Unit Lease in connection with the
exercise of such purchase option.  If any
FC Unit Owner or the Retail Unit Owner, by exercising such purchase option,
will forfeit its right to reimbursement for Excess Site Acquisition Costs, then
the NYTC Unit Owners shall, on the exercise of such purchase option, pay to
each such FC Unit Owner and the Retail Unit Owner an amount equal to such FC
Unit Owner’s and Retail Unit Owner’s forfeited Excess Site Acquisition
Costs.  Notwithstanding the foregoing, if
all NYTC Unit Owners have not exercised the purchase option set forth in Article V
of the NYTC Unit Lease on or before the date which is five (5) years prior
to the date which is 99 years after the Commencement Date (as defined in 


 


4

















 


the Ground Lease), then any FC
Unit Owner or the Retail Unit Owner or both shall have the right to exercise
the purchase option set forth in Article V of its respective Unit Lease
and, in such event, each of the NYTC Unit Owners and any other remaining Unit
Owners simultaneously shall exercise the corresponding purchase options under
their respective Unit Leases, and thereupon such Unit Owners shall take all
actions necessary or required under its respective Unit Lease in connection
with the exercise of such purchase option. 
In the event of the exercise of the aforesaid purchase options, the Unit
Owners shall contemporaneously therewith enter into (and record in the Register’s
Office) an amendment to this Declaration to convert the same to a fee
condominium on substantially the terms, covenants and conditions herein
contained.


 


d.             Each reference to “NYTC
Unit Owner” in subparagraph (ii) in the last paragraph of Section 5(d) of Article
XX of the Declaration and in subsections (a) and (b) of Section 8
of Article XX of the Declaration is hereby deleted in its entirety and
replaced with “NYTC”.


 


4.             The
Unit Owners hereby confirm the following:


 


a.             for purposes of Section 166
of Article III of the Declaration, (i) as of the date of this Third
Amendment, no enclosure has been installed on the 52nd Floor and therefore
there is no additional square footage to be taken into account in respect of
any such enclosure, and (ii) unless and until such time (if any) as a
temporary or permanent certificate of occupancy for any enclosure on the 52nd
Floor has been (or under applicable Laws should have been) issued (or any
earlier date that actual occupancy thereof for the conduct business commences
or substantial services are being provided by the Board of Managers to such
enclosure), no such additional square footage shall be taken into account in
respect of any such enclosure;


 


b.             decisions relating to
access to, egress from and foot traffic within the Common Areas (including,
without limitation, those comprising or abutting the atrium on the Ground
Floor) constitute Unit Owner Decisions under Section 8(xv) of Article II
of the By-Laws; provided, however, that (i) NYTC Unit Owner may restrict
access to the corridor between the SPE Unit stage and the atrium on the Ground
Floor during events being held on the SPE Unit stage, and (ii) the atrium
on the Ground Floor shall not be accessible by tenants, patrons, guests or
other invitees of the Building unless a Majority in Interest of the Unit Owners
so agree; and


 


c.             the Unit Owners
shall, and shall cause their respective Managers on the Board of Managers to,
cooperate with one another in good faith in order to modify the current sewer
vent at the northwest corner of the Building (e.g., by extending the same) so
as to eliminate venting that may be objectionable to tenants, patrons, guests
and other invitees of the Building.


 


5

















 


5.             By the execution hereof, each of the
Ground Lessee and the Registered Mortgagee hereby approve this Third Amendment.


 


6.             All capitalized terms used herein which
are not separately defined herein shall have the meanings given to those terms
in the Declaration or the By-Laws of the Condominium.


 


7.             Except as amended herein, the Declaration
shall remain in full force and effect.


 


8.             This Third Amendment may be executed in
any number of counterparts, each of which shall be deemed an original and all
of which when taken together shall constitute one and the same instrument.


 


THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


 


6

















 


IN WITNESS WHEREOF, the undersigned have
caused this Third Amendment to be executed as of this         
day of March, 2009.


 


	
   

  	
  FC EIGHTH AVE., LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FC 42 Hotel LLC, a Delaware limited liability
  company,

  
	
   

  	
   

  	
  its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  FCDT Corp., a New York corporation,

  
	
   

  	
   

  	
   

  	
  its managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NYT REAL ESTATE COMPANY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPROVED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ground Lessee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  42nd ST. DEVELOPMENT
  PROJECT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered  Mortgagee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HSH NORDBANK AG, NEW YORK BRANCH,

  	
   

  	
   

  
	
  as agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


7

















 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  ss.:

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  
					



 


On the           
day of March 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 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

  



 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  ss.:

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  
					



 


On the           
day of March 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 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

  



 


 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  ss.:

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  
					



 


On the           
day of March 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 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

  



 


8

















 


	
  STATE OF 

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  ss.:

  	
   

  	
   

  
	
  COUNTY OF 

  	
  )

  	
   

  	
   

  
					



 


On the           
day of March 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 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

  



 


 


	
  STATE OF 

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  ss.:

  	
   

  	
   

  
	
  COUNTY OF 

  	
  )

  	
   

  	
   

  
					



 


On the           
day of March 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 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

  



 


9
















 


EXHIBIT DD


 


ASSIGNMENT OF NEW SEVERANCE SUBLEASE


 


ASSIGNMENT AND ASSUMPTION OF SUBLEASE


 


This
ASSIGNMENT AND ASSUMPTION OF SUBLEASE (the “Assignment”) dated as of March     , 2009 (the “Effective Date”)
by and between NYT REAL ESTATE COMPANY LLC (“Assignor”), a New York
limited liability company, having an office c/o The New York Times Company, 620
Eighth Avenue, New York, New York 10018, and NYT BUILDING LEASING COMPANY LLC (“Assignee”),
a New York limited liability company, having an office c/o The New York Times
Company, 620 Eighth Avenue, New York, New York 10018.


 


W I T N E
S S E T H :


 


WHEREAS, 42nd Street Development Project Inc.
and Assignor have entered into that certain Agreement of Sublease (NYT-2),
dated as of March     , 2009, between 42nd Street Development Project, Inc., as
landlord, and Assignor, as tenant (the “New NYT Sublease”) with respect
to the condominium units comprising Floors 21 through 27 of the building
located at 620 Eighth Avenue, New York, New York, and their respective undivided
interest in the common elements of The New York Times Building Condominium more
particularly described in Exhibit A attached hereto and hereby made
a part hereof and all improvements then or thereafter located thereon;


 


WHEREAS, Assignor wishes to assign all of its right,
title and interest in and to the New NYTC Sublease to Assignee, and Assignee
wishes to assume all such right, title and interest.


 


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby 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 New NYTC Sublease. References herein to
any document or instrument shall refer
to the same as it may be amended, modified, supplemented, extended, renewed or
assigned.


 


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


 


3.             Assignee hereby assumes the duties
and obligations and agrees to perform and comply with all of the covenants and
conditions of the New
NYTC Sublease to be performed or complied with by the tenant thereunder
on and after the date hereof, as if Assignee had originally executed the New NYTC Sublease as the tenant
thereunder.


 


4.             Assignee indemnifies Assignor from
any and all loss, cost, damage, liability or expense (including, without
limitation, reasonable attorneys’ fees, court costs and disbursements)


 


1

















 


which may be imposed on the Assignor by reason of any
failure by Assignee to perform any of the obligations under the New NYTC Sublease arising from and
after the Effective Date.


 


5.             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.


 


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


 


7.             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.


 


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


 


9.             This Assignment may be executed in
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have
signed and delivered this Assignment as of the date first set above.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  NYT REAL ESTATE COMPANY
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  NYT BUILDING LEASING
  COMPANY

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Manager

  



 


3

















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  ):SS

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the         
day of March 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 March  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

  	
   

  



 


4

















 


EXHIBIT A


 


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,


 


5

















 


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.


 


6

















 


SCHEDULE OF UNITS


 


	
  UNIT DESIGNATION

  	
   

  	
  TAX LOT

  	
   

  	
  PERCENTAGE INTEREST

  IN COMMON ELEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21-A

  	
   

  	
  1028

  	
   

  	
  1.7819

  	
  %

  
	
  22-A

  	
   

  	
  1029

  	
   

  	
  1.7819

  	
  %

  
	
  23-A

  	
   

  	
  1030

  	
   

  	
  1.7819

  	
  %

  
	
  24-A

  	
   

  	
  1031

  	
   

  	
  1.7819

  	
  %

  
	
  25-A

  	
   

  	
  1032

  	
   

  	
  1.7819

  	
  %

  
	
  26-A

  	
   

  	
  1033

  	
   

  	
  1.7819

  	
  %

  
	
  27-A

  	
   

  	
  1034

  	
   

  	
  1.7819

  	
  %

  



 


7
















 


EXHIBIT
EE


 


ESDC MORTGAGE ASSIGNMENT


 


ASSIGNMENT
OF MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING


 


This ASSIGNMENT OF MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FILING (this “Assignment”)
is made and entered into as of the [      ] day
of March, 2009 by NEW YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A EMPIRE
STATE DEVELOPMENT CORPORATION, a corporate governmental agency of the State of
New York constituting a political subdivision and public benefit corporation,
having an office at 633 Third Avenue, New York, New York 10017, as co-mortgagee
(“Assignor”), to 620 EIGHT LENDER NYT
(NY) LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at
c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, New York, New York
10020, as successor mortgagee (“Assignee”).


 


WHEREAS, Assignor is the co-mortgagee with the
Assignee under that certain mortgage more particularly described on Schedule
A attached hereto (the “Mortgage”) covering premises described on Schedule
B attached hereto; and


 


WHEREAS, Assignor desires to assign, effective
immediately after the recording of the Mortgage, its interest in the Mortgage
and obligations(s) described in said Mortgage and the monies due or to
become due thereon with interest, to Assignee.


 


NOW, THEREFORE, in accordance with the foregoing
premises and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor does by these presents hereby,
effective immediately after the recording of the Mortgage, automatically and
without more, absolutely grants, bargains, sells. assigns, transfers and sets
over unto Assignee, its successors, transferees and assigns forever as
successor mortgagee under the Mortgage, all the right, title and interest of
Assignor in and to:


 


TOGETHER with the obligation(s) described
in said Mortgage and the monies due or to become due thereon with the interest
which are absolutely granted, bargained, sold, assigned, transferred, TO HAVE
AND TO HOLD the same unto the said parties and to the successors, legal representatives
and assigns of the said parties forever.


 


This Assignment is made without representation or
warranty, express or implied, and without recourse against Assignor, its
predecessors, successors and assigns, in any case or event for any purpose
whatsoever.


 


1

















 


IN WITNESS WHEREOF, Assignor has
duly executed this Assignment as of the date first above written.


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  NEW
  YORK STATE URBAN

  DEVELOPMENT CORPORATION, D/B/A

  EMPIRE STATE DEVELOPMENT

  CORPORATION, as administrative agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [                ]

  
	
   

  	
   

  	
  Title:

  	
  [                ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  620 EIGHTH LENDER 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:

  	
  Jason
  E. Fox

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
						



 


2

















 


SCHEDULE A


 


Mortgage, Security Agreement and Fixture Filing made
on March       , 2009 by the Company to New
York State Urban Development Corporation, D/B/A/ Empire State Development
Corporation, a corporate governmental agency of the State of New York
constituting a political subdivision and public benefit corporation, as co-
mortgagee (“ESDC”) and Lender, as co-mortgagee, and intended to be recorded in
the Office of the Register The City of New York, as assigned by Assignment of
Mortgage, Security Agreement and Fixture Filing made on March       ,
2009 by ESDC to Lender and intended to be recorded in the Office of the
Register The City of New York.


 


3

















 


SCHEDULE B


 


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     , 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 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
FF


 


ESDC WRAP MORTGAGE ASSIGNMENT


 


ASSIGNMENT
OF WRAP - AROUND MORTGAGE, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING


 


This ASSIGNMENT OF WRAP - AROUND MORTGAGE, ASSIGNMENT
OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Assignment”)
is made and entered into as of the [      ] day
of March, 2009 by NEW YORK STATE URBAN DEVELOPMENT CORPORATION, D/B/A EMPIRE
STATE DEVELOPMENT CORPORATION, a corporate governmental agency of the State of
New York constituting a political subdivision and public benefit corporation,
having an office at 633 Third Avenue, New York, New York 10017, as co-mortgagee
(“Assignor”), to 620 EIGHT NYT (NY)
LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o
W.P. Carey & Co. LLC, 50 Rockefeller Plaza, New York, New York 10020,
as successor mortgagee (“Assignee”).


 


WHEREAS, Assignor is the co-mortgagee with the
Assignee under that certain mortgage more particularly described on Schedule
A attached hereto (the “Mortgage”) covering premises described on Schedule
B attached hereto; and


 


WHEREAS, Assignor desires to assign, effective
immediately after the recording of the Mortgage, its interest in the Mortgage
and obligations(s) described in said Mortgage and the monies due or to
become due thereon with interest, to Assignee.


 


NOW, THEREFORE, in accordance with the foregoing
premises and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor does by these presents hereby,
effective immediately after the recording of the Mortgage, automatically and
without more, absolutely grants, bargains, sells. assigns, transfers and sets
over unto Assignee, its successors, transferees and assigns forever as
successor mortgagee under the Mortgage, all the right, title and interest of
Assignor in and to:


 


TOGETHER with the obligation(s) described
in said Mortgage and the monies due or to become due thereon with the interest
which are absolutely granted, bargained, sold, assigned, transferred, TO HAVE
AND TO HOLD the same unto the said parties and to the successors, legal
representatives and assigns of the said parties forever.


 


This Assignment is made without representation or
warranty, express or implied, and without recourse against Assignor, its
predecessors, successors and assigns, in any case or event for any purpose
whatsoever.


 


1

















 


IN WITNESS WHEREOF, Assignor has
duly executed this Assignment as of the date first above written.


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  NEW
  YORK STATE URBAN

  DEVELOPMENT CORPORATION, D/B/A

  EMPIRE STATE DEVELOPMENT

  CORPORATION, as administrative agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  	
  Jason
  E. Fox

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Director

  
						



 


2

















 


SCHEDULE
A


 


Wrap-Around Mortgage, Security Agreement and Fixture
Filing made on March       , 2009 by the
Company to New York State Urban Development Corporation, D/B/A/ Empire State
Development Corporation, a corporate governmental agency of the State of New
York constituting a political subdivision and public benefit corporation, as
co- mortgagee (“ESDC”) and Lender, as co-mortgagee, and intended to be recorded
in the Office of the Register The City of New York, as assigned by Assignment
of Wrap-Around Mortgage, Security Agreement and Fixture Filing made on March       ,
2009 by ESDC to Lender and intended to be recorded in the Office of the
Register The City of New York.


 


3

















 


SCHEDULE
B


 


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 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 GG


 


RELEASE AS TO NEW SEVERANCE SUBLEASE


 


RELEASE


 


RELEASE, dated as of the      day of March, 2009 by
42ND ST. DEVELOPMENT PROJECT, INC., a subsidiary of New York State Urban
Development Corporation d/b/a Empire State Development Corporation, a corporate
governmental agency of the State of New York constituting a political
subdivision and public benefit corporation, having an office at 633 Third
Avenue, 33rd floor, New York, New York 10017 (“Landlord”).


 


W I T N E S S E T H:


 


WHEREAS:


 


A.            Pursuant to that
certain Assignment and Assumption of Sublease dated of even date herewith by
and between NYT Real Estate Company LLC, a New York limited liability company (“Assignor”),
as assignor, and NYT Building Leasing Company LLC, a New York limited liability
company (“Assignee”), as assignee (the “Assignment”), Assignor
assigned to Assignee all of Assignor’s right, title and interest in and to that
certain Agreement of Sublease (NYT-2) more particularly described on Exhibit A
annexed hereto (the “Severance Lease”), affecting the property more
particularly described on Exhibit B annexed hereto (the “Property”).


 


B.            Landlord is the
landlord under the Severance Lease and is delivering this Release is accordance
with Section 13.3(b) of the Severance Lease.


 


NOW THEREFORE, for
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby agrees as follows:


 


1.             All capitalized
terms used herein shall have the same meaning ascribed to them in the Severance
Lease, unless otherwise defined herein.


 


2.             Landlord hereby confirms that
Assignor as tenant under the Severance Lease, is hereby released from all
Obligations arising under the Severance Lease with respect to the Demised
Premises arising from and after the date hereof; provided, however, the
foregoing release shall not relieve Assignor from any Obligations under the
Severance Lease with respect to the Demised Premises accruing prior to the date
hereof.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK —
SIGNATURE PAGE FOLLOWS]


 


1

















 


IN WITNESS WHEREOF, the undersigned has executed this Release  as of the date first above written.


 


 




	
   

  	
   

  	
  42ND ST. DEVELOPMENT PROJECT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  






 


2

















 




	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  ) ss.:

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  






 


On the          day of March 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

  






 


3

















 


EXHIBIT A


 


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 


 


4

















 


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


 


5

















 


SCHEDULE OF UNITS


 


Description of Demised Premises Units


 




	
  Unit Designation

  	
   

  	
  Tax Lot

  	
   

  	
  Percentage Interest In  

  Common Elements

  
	
  21-A

  	
   

  	
  1028

  	
   

  	
  1.7819%

  
	
  22-A

  	
   

  	
  1029

  	
   

  	
  1.7819%

  
	
  23-A

  	
   

  	
  1030

  	
   

  	
  1.7819%

  
	
  24-A

  	
   

  	
  1031

  	
   

  	
  1.7819%

  
	
  25-A

  	
   

  	
  1032

  	
   

  	
  1.7819%

  
	
  26-A

  	
   

  	
  1033

  	
   

  	
  1.7819%

  
	
  27-A

  	
   

  	
  1034

  	
   

  	
  1.7819%

  






 


6

















 


EXHIBIT B


 


Severance Lease


 


Agreement of Sublease (NYT-2) dated March     ,
2009 between 42nd St. Development Project, Inc., as landlord, and NYT Real
Estate Company LLC, as tenant, a Memorandum of which is intended to be recorded
in the Office of the City Register of the City of New York prior to this
Release, which Agreement of Sublease (NYT-2) is being assigned by NYT Real
Estate Company LLC to NYT Building Leasing Company LLC by Assignment and
Assumption of Sublease dated of even date herewith and intended to be recorded
in the Office of the City Register of the City of New York prior to this
Release.


 


7