Subordination Agreement for 7 WTC, Sept 1998

NYC 9/11 Public Portal Document I.

during the term of the Lease, as said term may be extended pursuant to the terms of the Lease or said premises may be expanded as specified in the Lease, and that the successor-in-interest to the rights and obligations of the Landlord under the Lease will abide by the provisions of the Lease, notwithstanding any other provisions in the Mortgage. For purposes of this Paragraph, a foreclosure shall include a sheriff's or trustee's sale under the power of sale contained in the Mortgage and any other transfer of the Landlord's interest in the Project under peril of foreclosure, including without limitation the generality of the foregoing, an assignment or sale in lieu of foreclosure. 3. Attornment. Subject (i) to Landlord's successor-in- interest's full compliance with the conditions relating to nondisturbance as set forth in Section 2 above, and (ii) to the performance by the same of all obligations of the Landlord under the Lease with respect to obligations arising and accrued from and after the date that said successor-in-interest acquires its interest in the Project, Tenant agrees to attorn to, accept and recognize said successor-in-interest as the landlord under the Lease for the then remaining balance of the term of the Lease, and any extensions thereof as made pursuant to the Lease. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Mortgagee or the purchaser at any foreclosure sale or any other successor to Landlord, as the case may be, any reasonable instrument which may be necessary or appropriate to such successor landlord to evidence such attornment. Tenant shall upon foreclosure of the Property, upon demand of Mortgagee or any receiver or purchaser at such sale, pay to Mortgagee or purchaser, as the case may be, all rental monies or occupancy charges then due or which may thereafter become due. 4. Notwithstanding anything to the contrary contained herein or in the Lease, it is specifically understood and agreed that Mortgagee or any receiver, purchaser or successor landlord shall not be: a. liable for any act, omission, negligence or default or any prior landlord; provided, however, that such successor landlord shall be liable and responsible for the performance of all covenants and obligations of landlord under the Lease from and after the date that it takes title to the Project; or b. subject to any offsets, claims or defenses which Tenant might have against any prior landlord; or c. bound by any rent or additional rent that is paid to any prior landlord more than 30 days

42191159.WPS 4219.1016 September 2, 1998 2

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