Draft lease for 7 World Trade Center, March 1998

NYC 9/11 Public Portal Document

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 unamortized 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 advertising expenses, any amounts payable to Landlord for reimbursement of costs incurred in connection with any proposed sublease or assignment, and transfer and gains taxes incurred by Tenant to the extent actually paid, and (2) the costs, if any, incurred by Tenant in recovering possession of the sublease space and in preparing the sublease space for occupancy, including cash allowances in lieu thereof.

(G) If Tenant is a corporation, the provisions of Paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock of Tenant as if such transfer of a majority of the stock of Tenant were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (a) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater (i) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (ii) the net worth of Tenant herein named on the date of this Lease, and (iii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction.

(H) Any assignment or transfer shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Paragraph (A) shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of fixed rent and/or additional rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the fixed rent and additional rent and for the other obligations of this Lease on the part of Tenant to be performed or observed.

(I) The joint and several liability of Tenant and any immediate or remote successor

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