Draft lease for 7 World Trade Center, March 1998

NYC 9/11 Public Portal Document

and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

(D) In the event that Tenant faits to execute and deliver the assignment or sublease to which Landlord consented within ninety (90) days after the giving of such consent, then. Tenant shall again comply with all of the provisions and conditions of Paragraph (B) before assigning this Lease or subletting all or part of the Demised Premises.

(E) With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed:

(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 part thereof, until an executed counterpart 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, attorn 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, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized 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

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