New York Times Company engaged a nationally recognized real
estate brokerage firm and made substantial marketing efforts in order to secure
the best economic result for Tenant and The New York Times Company from the
financing and/or sale-leaseback of the Leased Premises and have selected the
transaction as evidenced by the Transaction Documents (including the Acquisition
Cost) constitutes the best option for monetizing the Leased Premises under
circumstances acceptable to Tenant and The New York Times Company and
constitutes fair and reasonably equivalent value to Tenant and the New York
Times Company.
LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL AND EXPRESS INTENT TO CREATE,
AND THAT THIS LEASE CONSTITUTES A PART OF, A SINGLE LEASE TRANSACTION, AND THAT
NEITHER THIS LEASE NOR ANY PART HEREOF (INCLUDING THE PURCHASE OPTION) OR THE
RIGHTS CONTAINED HEREIN ARE INTENDED OR SHALL BE CONSTRUED TO BE SEPARATE AND
APART FROM THE TRANSACTION DOCUMENTS AND THE RIGHTS OR OBLIGATIONS THEREUNDER.
THEREFORE, TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL REPRESENTATIVE
(UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE INSOLVENCY PROCEEDING)
EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS THE EXPRESS INTENT OF LANDLORD AND
TENANT THAT NEITHER THIS LEASE NOR ANY PART THEREOF SHALL BE (OR BE DEEMED TO
BE) DIVISIBLE OR SEVERABLE INTO SEPARATE AGREEMENTS FOR ANY PURPOSE WHATSOEVER,
AND TENANT, ON BEHALF OF ITSELF AND ANY SUCH TRUSTEE OR LEGAL REPRESENTATIVE,
HEREBY WAIVES ANY RIGHT TO CLAIM OR ASSERT A CONTRARY POSITION IN ANY ACTION OR
PROCEEDING.
THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT IN THIS
PARAGRAPH ARE MADE AS A MATERIAL INDUCEMENT TO LANDLORD TO ENTER INTO THE
TRANSACTION CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND THAT, BUT FOR THE
FOREGOING AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD NOT CONSUMMATE THIS
TRANSACTION.
In consideration of the rents and provisions herein stipulated to be paid and
performed, Landlord and Tenant hereby covenant and agree as follows:
1
1.
Demise of Premises.
Landlord hereby demises and lets to Tenant,
and Tenant hereby takes and leases from Landlord, for the term and upon the
provisions hereinafter specified, the following described property
(collectively, the "Leased Premises"): (a) the leasehold condominium units more
particularly described and identified by tax lots in Exhibit "A" attached hereto
consisting of (i) Floors 2 through 20 containing approximately 712,000 rentable
square feet, (ii) NYTC Unit Owner's (as defined in the Declaration) portions of
the cellar (the "Cellar Space") and Floors 28 and 51, containing approximately
53,000 square feet, and (iii) the NYTC Unit Owner's fractional undivided
interest in approximately 100,000 square feet of common elements or limited
common elements of the Condominium (as defined below) appurtenant thereto
(collectively, the "Unit"), all located in the building known as "The New York
Times Building" and having a street address of 620 Eighth Avenue, New York, New
York 10018 (the "Building"), (b) all other Appurtenances and any structures and
other improvements now or hereafter constructed within the Unit or which are
located on or about the Building and which serve