Common use of Nondisturbance Agreement Clause in Contracts

Nondisturbance Agreement. (a) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non- disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within forty-five (45) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing.

Nondisturbance Agreement. (a) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non- non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within forty-five (45) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing.

Nondisturbance Agreement. (a) Upon the execution of this Sublease, Sublandlord shall use diligent efforts to obtain an agreement ("SNDA") reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non- non-disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within forty-five thirty (4530) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing.

Nondisturbance Agreement. (aA) Upon the execution of this Sublease, Sublandlord shall use diligent efforts Subject to obtain an agreement Landlord’s obligation to provide a “Non-disturbance Agreement” ("SNDA"hereinafter defined) reasonably satisfactory to Subtenant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent or previous termination of the Master Lease, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant under this Sublease, shall not be disturbed in its occupation of the Sublease Premises, and such Lenders shall continue to recognize Subtenant's tenancy pursuant to the terms and conditions of this Sublease, subject to and in accordance with the provisions terms hereof, the rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all future mortgages and building loan agreements, which may now or hereafter affect the land and/or the building(s) under this Lease (“superior mortgages”) and to each and every advance made or hereafter to be made under the superior mortgages and to all renewals, modifications, replacements and extensions of the Recognition Agreement referenced superior mortgages and spreaders, consolidations and correlations of the superior mortgages. Provided that in Section 30.1 belowthe event of a financing or refinancing of the Property, the mortgagee shall execute and deliver to Tenant an agreement to the effect that, if there shall be a foreclosure of its mortgage, such mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant’s possession under this Lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and subject to customary will recognize Tenant as the direct tenant of such mortgagee on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no default shall have occurred and be continuing hereunder (any such agreement, or any agreement of similar import, from a mortgagee being hereinafter referred to as a “Nondisturbance Agreement”) and this Lease shall be subject and subordinate to such mortgage. This clause shall be self-operative and no further instrument of subordination shall be required from Tenant to make the interest of any mortgagee superior to the interest of Tenant hereunder. Tenant, however, at Tenant’s sole cost and expense, shall execute and deliver promptly the Nondisturbance Agreement or any other agreement that Landlord may reasonably request in confirmation of such subordination, non- disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within forty-five (45) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant to this Sublease, and neither party shall have any liability to the other party thereafter accruing.

Nondisturbance Agreement. Notwithstanding anything to the contrary set ------------------------ forth in Sections 20(a) and (ab) Upon the execution of this SubleaseLease, Sublandlord this Lease and Tenant's interest hereunder shall use diligent efforts only be subject and subordinate to obtain a Mortgage or a ground or underlying lease made by Landlord after the date hereof if (i) such Mortgagee executes and delivers to Tenant an agreement ("SNDA") reasonably satisfactory both in form and in substance to Subtenant such Mortgagee, Landlord and Tenant, providing that if there shall be a foreclosure of its Mortgage, then provided no Event of Default shall have occurred and be continuing hereunder, such Mortgagee will not join Tenant as a party defendant in recordable form, whereby any existing lenders shall agree that notwithstanding any foreclosure under a Security Device and subsequent action or previous termination proceeding that may be instituted or taken by such Mortgagee (unless required by law to make such proceeding effective), evict Tenant, disturb Tenant's possession of the Master LeaseLeased Premises, Subtenant, upon paying the rents and fulfilling the other obligations required of Subtenant or terminate or disturb Tenant's Leasehold estate or rights under this SubleaseLease or (ii) any such lessor under any such ground or underlying lease executes and delivers to Tenant an agreement reasonably satisfactory both in form and in substance to such lessor, Landlord and Tenant, providing that if the ground or underlying lease shall terminate, then provided no Event of Default shall have occurred and be continuing hereunder, such Lessor will recognize Tenant as the direct tenant of such Lessor on the same terms and conditions as are contained in this Lease and Tenant's rights under this Lease shall not be disturbed affected in its occupation any way by reason of the Sublease Premisestermination of such ground or underlying lease (any such agreement being a "Nondisturbance Agreement"). Any such Nondisturbance Agreement may be made on the condition that neither the Mortgagee nor the lessor under any such ground or underlying lease, and as the case may be, nor any parties claiming by, through or under such Lenders Mortgagee or lessor, as the case may be, including a purchaser at a foreclosure sale, shall continue be (A) liable for any act or omission of any prior landlord, (B) subject to recognize Subtenant's tenancy pursuant any defenses or offsets which shall have theretofor accrued to Tenant against any prior landlord, (C) bound by any prepayment of rent which Tenant may have paid to any prior Landlord other than for the then- current month (except to the terms extent such Prepayment was actually received by such Mortgagee or lessor), (D) bound by any obligation to perform any alterations or to reimburse Tenant for any alterations performed by Tenant, excluding Landlord's Work and conditions of this SubleaseLandlord's Contribution, subject to and in accordance with the provisions of the Recognition Agreement referenced in Section 30.1 below, and subject to customary terms and conditions contained in such subordination, non- disturbance and attornment agreements. Notwithstanding the fact that this Sublease shall become binding upon Sublandlord and Subtenant when fully executed by them, the parties acknowledge and agree that this Sublease is expressly conditioned upon obtaining an SNDA as described above. If such SNDA is not so obtained within forty-five herein, or (45E) days following the Effective Date of this Sublease, then either party may terminate this Sublease upon written notice to the bound by any previous modification or other party, and in such event, Sublandlord shall promptly return to Subtenant any prepaid Rent and Security Deposit (less any amounts to which Sublandlord is entitled under this Sublease) paid or delivered by Subtenant to Sublandlord pursuant agreement with respect to this SubleaseLease, and neither party unless such modification shall have any liability to the other party thereafter accruingbeen expressly approved in writing by such Mortgagee or lessor.