Fill and Sign the Nondisturbance and Attornment Agreement with Landlord Form

30.04[2][c]b Nondisturbance and Attornment Agreement With LandlordAGREEMENT made this ______________ day of ______________, 199 _____, between ABC Associates, having an office at _________, New York, NY ("Landlord") and XYZ, Inc., a ___________________ corporation, having an office at ___________________________, New York, NY ("Sublessee"). WITNESSETH: WHEREAS, Landlord has entered into a certain Agreement of Lease made as of ___________________________, 20___ with XYZ, Inc. as Tenant (the "Lease"); and WHEREAS, Tenant, as Sublessor, has entered into a certain Sublease Agreement dated as of ___________________________, 19 ___ with the Sublessee (the "Sublease"), said Sublease covering the 3rd floor and part of the 4th floor at ___________________________, New York, NY (the "Subleased Premises"); NOW THEREFORE, it is mutually agreed as follows: 1. In the event of termination of the Lease, the Sublessee agrees to attorn to and accept the Landlord as its direct Landlord under the Lease for the balance then remaining of the term of the Lease, and the Sublessee shall assume all of the terms and conditions of the Lease, except that Sublessee shall have no liability for any defaults of Tenant prior to the date of attornment. 2. The Sublessee agrees to give prompt written notice to Landlord of any default of the Tenant in its obligations under the Sublease at the address set forth above. It is further agreed that such notice will be given to any successor in interest of the Landlord in the Lease provided that such successor in interest shall have given written notice to Sublessee of its acquisition of the Landlord's interest therein, and designated the address to which such notice is to be directed. 3. In consideration of the foregoing agreements of the Sublessee, the undersigned Landlord agrees that it will not disturb the possession of the Sublessee upon any termination of the Lease or otherwise; that it will not join or name Sublessee as a party in any proceedings to terminate the Lease unless required by law; and that it will accept the attornment of the Sublessee thereafter as provided in paragraph 1 above, if any default on the part of the Sublessee has not continued beyond the period for cure thereof set forth in the Sublease. 4. It is agreed that Landlord and its successors and assigns (any of the foregoing being hereinafter referred to as the "Successor"), shall not be: (a) subject to any credits, offsets, defenses, or claims which Sublessee might have against Tenant; (b) bound by any modification or amendment of the Sublease or by any rent or additional rent which Sublessee might have paid for more than one (1) month in advance to Tenant unless such modification or prepayment shall have been made with Landlord's prior written consent; (c) liable for any act or omission of Tenant; (d) bound by any covenant to undertake or complete or pay for any improvement to the Subleased Premises; or (e) required to account for any security deposit other than that security deposit actually received by the Landlord or Successor. 5. Landlord represents to the best of its knowledge that: (a) the Lease is in full force and effect, and (b) each party thereto is not in default of any of its obligations thereunder. 6. The agreements herein contained shall bind and inure to the benefit of the successors in interest of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused the execution hereof as of the date first written above. (signed by Landlord and Sublessee acknowledged)