New York Times Company (NYT)

required to effect the assignment of this Lease to such Recognized Mortgagee or such nominee or designee.

(iii)   Conditions Precedent to New Lease.  The provisions of Sections 31.6(i)(i) and 31.6(i)(ii) hereof notwithstanding, a Recognized Mortgagee shall have no right to continue this Lease unless the Recognized Mortgagee pays to Landlord, concurrently with the delivery of the Continuation Notice, all amounts due to Landlord under this Lease up to and including the date of the Continuation Notice and all expenses, including reasonable attorneys’ fees and disbursements and court costs, incurred by Landlord in connection with (1) the enforcement of Landlord’s rights and remedies with respect to all defaults or Events of Default in existence at the time of the Termination Notice, and (2) the review of any assignments and other instruments or documents prepared in connection with the Recognized Mortgagee’s election, nor shall the Recognized Mortgagee have the right to such new lease if  by order of a court of competent jurisdiction the parties are not entitled to continue this Lease and effect the assignment thereof to the Recognized Mortgagee.  To the extent not set forth in the notice given to the Recognized Mortgagee pursuant to Section 31.6(a) hereof, Landlord agrees to notify the Recognized Mortgagee, concurrently with the delivery of such new lease, of any unperformed Obligations of, and/or defaults by, Tenant, which, to the best of Landlord’s knowledge, then exist.

(iv)   No Waiver of Default.  The assignment of this Lease pursuant to this Section 31.6(i) shall not constitute a waiver of any default existing immediately before the termination of this Lease, except for defaults under Sections 14.2(d), 14.2(e), and 14.2(f) hereof, and the tenant under the assigned Lease shall cure all other defaults existing under this Lease immediately before its assignment of which the Recognized Mortgagee has been given notice of or, to the extent any such defaults were not then known by Landlord, is thereafter given notice.  Such cure shall be accomplished within the longer of (A) the period of cure remaining to the Recognized Mortgagee pursuant to Section 31.2 hereof or (B) the applicable periods set forth in Section 14.2 (Events of Default) of this Lease (which applicable periods shall commence with the execution and delivery of the assignment of this Lease (or upon the deemed assignment of this Lease, as applicable) for each such default of which the Recognized Mortgagee received notice prior to the delivery of the Continuation Notice or, if notice of any such default had not then been given until after delivery of the Continuation Notice, upon the delivery of such notice); provided, however, with respect to any default under Sections 14.2(g), 14.2(h) and 14.2(i) hereof existing immediately before its assignment, the period of cure shall be such time as is necessary for the assignee to promptly commence to cure such default following the assignment of this Lease thereto and to prosecute such cure to completion with diligence and continuity, subject to Unavoidable Delay.  Notwithstanding anything to the contrary, if after the Recognized Mortgagee delivers a Continuation Notice pursuant to Section 31.6(i)(ii) the Recognized Mortgagee is given notice of a default existing before the Continuation Notice and which default was not noticed to the Recognized Mortgagee prior to the date of such Continuation Notice, then at any time within ten (10) days after such notice is given the assignee may relinquish possession of the Property and cancel this Lease by notice to Landlord.  Thereupon, Landlord shall have the unrestricted right to

155

terminate this Lease, subject to Section 31.7 hereof, without offering the Recognized Mortgagee a new lease pursuant to Section 31.6(a) and 31.6(b) hereof, and the Recognized Mortgagee shall have no further rights to a new lease thereunder.

(v)   Assignment of Proceeds.  Concurrently with the assignment of this Lease pursuant to the provisions of this Section 31.6(i), Landlord shall assign to the assignee of this Lease all of its right, title and interest in and to monies (including insurance proceeds and condemnation awards), if any, then held by, or payable to, Landlord that Tenant would have been entitled to receive but for the occurrence of an Event of Default and the expiration of any cure periods, other than any such amounts theretofore applied under this Lease to the discharge of Tenant’s Obligations to Landlord hereunder, subject to the rights, if any, of the prior Tenant therein.

(vi)   No Obligation to Deliver Possession.  Nothing contained herein shall be deemed to obligate Landlord to remove any liens, encumbrances or other defects in title to the Property or to deliver possession of the Demised Premises to the assignee under any such assignment, except for the delivery of possession free and clear of the claims of persons or entities claiming through or under Landlord, other than Tenant and those claiming by, through or under Tenant.

(vii)   Assignment of Subleases.  Upon the assignment of this Lease pursuant to the provisions of this Section 31.6(i), all Subleases shall concurrently therewith be assigned and transferred, together with any security or other deposits held by Tenant and not applied under such Subleases.

(viii)   No Extension of Cure Rights in Favor of Tenant.  Notwithstanding anything to the contrary contained herein and without limiting the assignee’s rights under Section 31.6(i)(iv) above, the rights granted under this Section 31.6(i) are not intended to, and shall not, extend any periods granted to Tenant under Section 14.2 hereof to cure any Event of Default occurring prior to the delivery of any such Termination Notice.

(ix)   Effect of Failure to Elect to Continue Lease on Recognized Mortgagee’s Right to Request a New Lease.  Notwithstanding anything to the contrary contained in this Section 31.6, if a Recognized Mortgagee fails to elect to continue this Lease within the 15-day period referred to in Section 31.6(i)(i), then, subject to Section 31.7 hereof, this Lease shall terminate effective upon the expiration of such 15-day period.  Notwithstanding anything to the contrary contained in Section 31.6(b), such Recognized Mortgagee shall have fifteen (15) days after the delivery of the termination notice referred to in Section 31.6(b) hereof to request a new lease, and if such Recognized Mortgagee fails to request a new lease within such fifteen (15)-day period, then such Recognized Mortgagee’s rights to enter into a new lease shall terminate.