Subordination Agreement for 7 WTC, Aug 1998

NYC 9/11 Public Portal Document

and condemnation or eminent domain awards; provided, however that such provisions of the Mortgage shall not limit or impair any obligation of Landlord under the Lease (including any successor landlord) with respect to restoration of the Premises in the event of damage, destruction or condemnation of all or a part thereof; (b) Paragraph 3 hereof shall modify the Lease; and (c) at the request of Mortgagee, any payment by Tenant to Mortgagee that would otherwise be made under Article 20(F) of the Lease shall be recomputed to provide the economic equivalent of the payments Mortgagee would have received under said Article 20(F), and paid by Tenant to Mortgagee in a manner that will not result in the receipt by Mortgagee of unrelated business income under Sections 511 through 515 of the Internal Revenue Code of 1986, as amended, or any successor provision of like import, and said Article (20(F).

3. 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. Mortgagee shall not be (a) liable for any act or omission of any prior landlord (including Landlord), except as expressly provided in this Agreement, (b) liable for the return of a security deposit not actually received by Mortgagee, (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), (d) bound by any advance payment of rent or additional rent made by Tenant to Landlord, except for rent or additional rent applicable to the then current month or approved in writing by Mortgagee and to the extent any payment of rent or additional rent is actually received by Mortgagee, (e) bound by any amendment or modification of the Lease made without the written consent of any holder from time to time of the Mortgage and (f) bound to effect, pay for or finance any construction for Tenant's occupancy, including, but not limited to, any payments provided for in Article 6 of the Lease, but in no event shall the foregoing affect any of Tenant's rights and remedies under said Article 6 of the Lease.

4. The Lease shall be subject and subordinate to the lien of the Mortgage and to all of the terms, conditions and provisions thereof, to all advances made or to be made thereunder and to any renewals, extensions, modifications or replacements thereof, including any increases therein or supplements thereto. Notwithstanding the foregoing;

(i) Tenant shall not be bound to perform any covenant contained in the Lease to a standard greater than that set forth in the Lease by virtue of the inclusion in the Mortgage or other agreements between Landlord and Mortgagee of any such greater standard; and

(ii) in the event any renewal, extension, modification or replacement of the Mortgage from time to time after the date hereof would adversely affect the rights or increase the obligations of Tenant under the Lease, Tenant shall not be bound or affected by such renewal, extension, modification or replacement unless it has given its written consent thereto.

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NYC-WTC_000169543