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