THE UCC.
IN CONNECTION THEREWITH:
(a)
Bank represents that it is an organization
that is engaged in the business of banking and therefore is a "bank" within the
meaning of Section 9-102(8) of the UCC.
13
(b)
Except to the extent provided in Section 12
hereof, Bank subordinates any security interest in the Collateral which Bank has
or may have to the security interest of Agent in the Collateral.
(c)
Subject to the provisions of Sections 3 and
5 hereof, Bank agrees to follow the directions originated by Agent with respect
to the Collateral without further consent of any Pledgor.
(d)
Bank represents that the Bank's
"jurisdiction" (as determined by the rules set forth in Section 9-304(b) of the
UCC) is New York.
22.
INTERPRETATION.
WHENEVER THE SINGULAR OR
PLURAL NUMBER, OR THE MASCULINE, FEMININE OR NEUTER GENDER IS USED HEREIN, IT
SHALL EQUALLY INCLUDE THE OTHER.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER"
AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
23.
COMPUTATION OF TIME PERIODS.
IN THIS
AGREEMENT, WITH RESPECT TO THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED
DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS BOTH "FROM AND INCLUDING"
AND THE WORDS "TO" AND "UNTIL" BOTH MEAN "TO BUT EXCLUDING."
24.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES WITH RESPECT TO THE LOANS AND SUPERSEDE ALL OTHER PRIOR AGREEMENTS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF, EXCEPT AS SPECIFICALLY AGREED TO THE CONTRARY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
[
], as Bank
By:
Name:
Title:
GMAC COMMERCIAL MORTGAGE
CORPORATION, as Agent
By:
Name:
Title:
THE NEW YORK TIMES BUILDING LLC,
as Borrower
By:
FC Lion LLC, member
By:
FC 41st Street Associates, LLC, its managing member
By:
RRG 8 South, Inc., its managing
member
By:
Name:
Title:
By:
NYT Real Estate Company LLC
By:
Name:
Title:
FC LION LLC, as FC Member
By:
FC 41st Street Associates, LLC, its managing
member
By:
RRG 8 South, Inc., its managing
member
By:
Name:
Title:
EXHIBIT A
Payment Instruction Notice
Tenant Name:
Lease Agreement ("Lease"):
Leased Premises:
Please take notice that your landlord under the above-referenced Lease has
selected
("Bank") as the financial depository to which all
payments of rent under your Lease are to be sent.
You are hereby directed and instructed to send all rent payments due to your
landlord under your Lease (including, without limitation, base rent and amounts
due for operating or common area expenses) in accordance with the instructions
set forth in this letter, notwithstanding any provision of your Lease to the
contrary.
All payments under or with respect to your Lease, other than security deposits,
should be made payable to and sent to:
Account Name: [The New