Subordination Agreement for 7 WTC, Aug 1998

NYC 9/11 Public Portal Document

NON-DISTURBANCE ATTORNMENT AND SUBORDINATION AGREEMENT

Dated: August 3( 1998

Landlord: 7 World Trade Company, L. P.

Tenant: The City of New York

Address of Tenant: c/o Department of Citywide Administrative Services 1 Centre Street, 20th Floor North New York, New York 10007

Date of Lease and Amendments, if any: March 25, 1998

Premises: 7 World Trade Center, New York, New York, Section 1. Block 84, Lot 36, also designated as 60-78 Barclay Street, New York, New York, as more fully described by metes and bounds in Exhibit A hereto

Teachers Insurance and Annuity Association of America, a New York corporation ("Mortgagee", which term shall include any purchaser of the Premises at foreclosure or under a deed in lieu of foreclosure and any other party claiming by, through or under Teachers Insurance and Annuity Association of America) having an office at 730 Third Avenue, New York, New York 10017, holder of one or more mortgages and related documents listed on Schedule-1 attached hereto (collectively, the "Mortgage") on the Premises, and Tenant, holder of a lease (the "Lease") of a portion thereof, hereby agree as follows:

1. Provided Tenant is not in default beyond any notice and cure period provided under the terms of the Lease at the time Mortgagee commences a foreclosure action under the Mortgage and at such time as Mortgagee takes title to the Premises by foreclosure or otherwise, the right of possession of Tenant to the leased premises in accordance with the terms of the Lease shall not be affected or disturbed by Mortgagee in the exercise of any of its rights under the Mortgage or the notes secured thereby, and any sale of the Premises pursuant to the exercise of any rights and remedies under the Mortgage or otherwise shall be made subject to Tenant's right of possession under the Lease and in accordance with the terms of the Lease.

2. If by reason of a default on the part of Landlord as mortgagor under the Mortgage in the performance of any of the terms or provisions of the Mortgage, Mortgagee shall succeed to the rights of Landlord under the Lease, whether through possession, foreclosure action, delivery of a new lease or otherwise. Tenant shall attorn to Mortgagee and the Lease shall continue in accordance with its terms between Tenant and Mortgagee except that (a) the provisions of the Mortgage shall be deemed to survive and govern with respect to the disposition of insurance proceeds

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