Fill and Sign the Example 2a General Nondisturbance Agreement Form

20.03[4]b Example 2A: General Nondisturbance AgreementExample 2A: Nondisturbance Agreement This Nondisturbance Agreement made and entered into this day of _________ 20 _ between _________a___________ having an office at ____________________ , hereafter referred to as "Landlord", and Tenant., a Delaware corporation having its headquarters at ______________________, _______________________, hereafter referred to as "Tenant", and _______________________a_________________ corporation having an office at __________________, hereafter referred to as "Mortgagee". WITNESSETH AS FOLLOWS: WHEREAS, by Lease Agreement dated _________________ (hereafter referred to as "Lease"), Landlord and Tenant entered into a leasing agreement for certain space within the premises described in full in said Lease (hereinafter referred to as the "Premises") in the building having an address at _______________, and situated on the land described in Schedule __ attached hereto and made a part hereof; and WHEREAS, Mortgagee is the holder of a mortgage date ___________, made by _____________, as Mortgagor, to _________, as Mortgagee, and recorded on ___________, 20_ , in the official records of ____________ County, ___________, at Book [Reel] , page ("the Mortgage"), covering the above-described Building and land; [and is the first lienholder upon the same.] NOW THEREFORE, in consideration of the covenants hereinafter set forth, the parties hereby covenant and agree as follows: 1. Subject to the terms and conditions of this Agreement, the Lease and all of Tenant's rights thereunder, shall be subordinate and subject to the Mortgage. 2. The Lease is presently in full force and effect, Tenant has accepted possession of the Premises, and, to the best of Tenant's knowledge, the Tenant has no present charge, lien, claim or setoff under said Lease against the rent due or about to be due. 3. In the event of a foreclosure of the Mortgage or if Landlord conveys the Leased Premises to the Mortgagee in lieu of a foreclosure, Tenant will attorn to the Mortgagee rather than to the Landlord and the Mortgagee will accept that attornment and recognize the interest of the Tenant under the Lease, provided that Tenant is not then in default under the Lease after the giving of notice and the expiration of the applicable grace or cure period provided in the Lease. 4. In the event of a mortgage foreclosure, conveyance in lieu of foreclosure or termination of any interest which is superior to the Lease, the Lease shall continue as a lease between Landlord's successors as Lessor and Tenant as Lessee with the same force and effect as if Landlord's successors and Tenant had originally entered into the Lease and Tenant shall be permitted to remain in undisturbed possession, use and occupancy of the Premises, provided Tenant is not then in default under the Lease after the giving of notice and the expiration of the applicable grace or cure period as provided in the Lease. 5. In the event of a foreclosure, the Mortgagee agrees that it will not attempt to terminate the Lease or make the Tenant a party defendant to any such foreclosure or in any other way interfere with the rights of the Tenant under the Lease so long as the Tenant is not in default on the performance of any of the terms, covenants and conditions of this Lease on the part of the Tenant to be performed after the giving of notice and the expiration of the applicable grace or cure period as provided in the Lease. 6. All notices, demands and communications under this Agreement shall be in writing and shall be served by certified mail, return receipt requested or overnight express mail; and if intended for Tenant shall be addressed to Tenant in triplicate at ____________, ___ Floor, New York, New York _____, Attn: Director of Corporate Services, Real Estate Department, and at ________, New York, N.Y. ___, Attn: Law Department, Senior Real Estate Counsel, with a copy to the Premises, or to such other address as may, from time to time, be requested by Tenant in writing. Any notice given hereunder by certified mail shall be deemed effective Three (3) days after being deposited in a United States general or branch post office, registered and enclosed in a prepaid wrapper or One (1) day after being deposited in overnight express mail, addressed as provided above. 7. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 8. This instrument may not be modified orally or in any other manner than by an agreement in writing signed by all parties or their respective successors in interest. IN WITNESS WHEREOF, The Tenant, Landlord and Mortgagee have duly executed this Agreement as of the day and year first above written. LANDLORD: BY: ________________________________ MORTGAGEE: BY: __________________________________ TENANT: BY:_______________________________