Subordination Agreement for 7 WTC, Aug 1998

NYC 9/11 Public Portal Document

5. The foregoing provisions shall be self-operative. However, Tenant agrees to execute and deliver to Mortgagee such other instrument as Mortgagee shall reasonably request in order to effectuate said provisions.

6. Tenant certifies that, as of the date hereof, (i) it knows of no default on the part of Landlord under the Lease, (ii) to its knowledge, the Lease is in full force and effect and (iii) all conditions to the present effectiveness of the Lease required to be satisfied at the date hereof have been satisfied.

7. Tenant will notify Mortgagee at its address set forth on page one hereof, by registered or certified mail, return receipt requested, of any default of Landlord which would entitle Tenant to cancel the Lease or abate the rent payable thereunder (such notice to be given at the same time that Tenant notifies Landlord of such default), and agrees that, notwithstanding any provision of the Lease, no notice of cancellation or of abatement relating to such default shall be effective against Mortgagee unless Tenant has delivered the notice to Mortgagee as aforesaid and Mortgagee has failed within thirty (30) days of the date thereof to cure or, if the default is not a default in the payment of money and cannot be cured within thirty (30) days, has failed to commence with reasonable promptness the cure thereof or thereafter fails to diligently prosecute to completion the cure of Landlord's default which gave rise to such right of cancellation, or abatement; provided, however, that if such default is one which is not capable of being remedied by Mortgagee within a reasonable period of time and which has an adverse effect (other than to a de minimus extent) on the rights of Tenant or the ability of Tenant to use the Premises for the conduct of its business. Tenant may exercise its right to cancel the Lease or abate the rent payable thereunder, as the case may be, prior to the expiration of such thirty (30) day period.

8. Notice from Mortgagee directing payment of rent shall have the same effect under the Lease as notice to Tenant from Landlord thereunder (provided such notice is given to Tenant in the manner required by Article 21 of the Lease) and Tenant agrees to be bound by such notice notwithstanding the existence or nonexistence of a default under the Mortgage or any dispute with respect thereto between Landlord and Mortgagee. In the event of any inconsistency between a notice from Landlord and a notice from Mortgagee directing payment of rent, the notice from Mortgagee shall govern and Landlord, by its execution hereof, agrees that compliance by Tenant with any such direction concerning payment of rent contained in such notice from Mortgagee shall not constitute a breach of or default by Tenant under any provision of the Lease.

9. Mortgagee certifies that, as of the date hereof, it knows of no defaults on the part of Landlord under the Mortgage, or the occurrence of any event, with which the giving of notice or lapse of time, or both, would constitute a default under the Mortgage.

10. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

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NYC-WTC_000169594