Lease Agreement for 7 WTC, Mar 1998

NYC 9/11 Public Portal Document

(a) no subletting shall be for a term ending later than one day prior to the Expiration Date of this Lease;

(b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any pan thereof, until an executed counterpan of such sublease has been delivered to Landlord; and

(c) each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this Lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall at Landlord’s option, attom to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's rent.

(F) If the Landlord shall give its consent to any assignment of this Lease or to any sublease. Tenant shall in consideration therefor, pay to Landlord, as additional rent;

(a) in the case of an assignment, an amount equal to fifty (50%) percent of all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment, fuminire, furnishings or other personal property, less, in the case of a sale thereof, the then net unamonized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns) after deducting Tenant’s Permitted Expenses (as hereinafter defined); and

(b) in the case of a sublease, fifty (50%) percent of the Net Sublease Proceeds, which shall mean any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the fixed rent and additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including, but not limited to. sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamonized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns) after deducting therefrom Tenant’s Permitted Expenses. The sums payable under this Paragraph (F)(b) shall be paid to Landlord as and when paid by the subtenant to Tenant.

(c) For purposes of this Paragraph F, “Tenant’s Permitted Expenses” shall mean the aggregate of (1) brokerage commissions, reasonable legal fees and disbursements and closing costs to third parties, reasonable advenising expenses, any amounts payable to Landlord for reimbursement of costs incurred in connection with any proposed sublease or assignment, and

F \CR\LHC\ 4219 1016\NTWLSE F\X 41

NYC-WTC_000169767