SNDA Sample Clauses
An SNDA, or Subordination, Non-Disturbance, and Attornment agreement, is a contract used in commercial real estate to define the relationship between a tenant and a landlord’s lender in the event of a foreclosure. This clause typically requires the tenant to acknowledge that the lender’s rights take precedence over the lease (subordination), ensures the tenant’s right to remain in the property if the landlord defaults (non-disturbance), and obligates the tenant to recognize the lender as the new landlord (attornment). The SNDA’s core function is to protect both the lender’s and tenant’s interests by clarifying their rights and obligations, thereby reducing uncertainty and risk in foreclosure scenarios.
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SNDA. ▇▇▇▇▇▇▇▇ agrees to request a subordination and non-disturbance agreement (an “SNDA”) from its current Mortgagees in the form attached hereto as Exhibit A (which is consistent with the form of SNDA attached to that certain Loan Agreement dated as of [***], as amended by that certain First Amendment to Loan Agreement and Other Loan Documents dated as of [***] (collectively, as the same may be amended, restated and/or replaced from time to time, the “Loan Agreement”), by and among Landlord, as mortgagor, the current Mortgagees and certain other parties thereto (the “Required Form of SNDA”)) with such changes requested by ▇▇▇▇▇▇, within thirty (30) days after the Execution Date. Landlord agrees to use reasonable efforts, at no cost to Landlord, to obtain the SNDA substantially in the form attached hereto as Exhibit A from such Mortgagees. Landlord will not obstruct ▇▇▇▇▇▇’s negotiations with the Mortgagees regarding ▇▇▇▇▇▇’s requested changes to such SNDA. Tenant acknowledges that, while Tenant may request changes to the Required Form of SNDA from the current Mortgagees, the current Mortgagees have no contractual or other obligation to deliver any SNDA other than the Required Form of SNDA, and there is no definite time period during which such Mortgagees are required to respond to any request for or to deliver a Required Form of SNDA under the Loan Agreement, and therefore, any refusal or failure to deliver or delay in delivering any SNDA to Tenant shall not constitute a default of Landlord under the Lease. For purposes of clarity, using “reasonable efforts” to obtain the Required Form of SNDA from the Mortgagees shall not require Landlord to assert any default of Mortgagees or otherwise take any enforcement actions under the Loan Agreement or any other loan documents affecting the Premises. Within [***] days after ▇▇▇▇▇▇▇▇’s written demand therefor, together with reasonable supporting documentation, Tenant shall reimburse any fees charged by the Mortgagees or their legal counsel pursuant to the Loan Agreement and any other third party out-of-pocket costs incurred by Landlord in connection with the request for, drafting or negotiation of and/or delivery of any SNDA requested by Tenant under this Amendment, regardless of whether the current Mortgagees agree to or actually execute and deliver such SNDA.
SNDA. Any SNDA ceases to be in full force and effect (except with respect to a Borrowing Base Property disposed of in accordance with Section 8.05).
SNDA. Upon request, Purchaser shall deliver to Seller a subordination and non-disturbance agreement in a form mutually acceptable to Seller and the provider of the subordination and non-disturbance agreement from the owner of the Premises (if the Premises are leased by Purchaser), any mortgagee with a Lien on the Premises, and other Persons holding a similar interest in the Premises.
SNDA. Simultaneously with execution of this Lease if the Building is subject to any Security Document, or if the Building is not so subject as of the Effective Date, then at any time that the Building is hereafter made subject to any Security Document(s), Landlord shall use commercially reasonable good faith efforts to cause the Holder to deliver an SNDA to Tenant. Notwithstanding anything herein to the contrary, the subordination of this Lease to any Security Document hereafter placed upon the Building, and Tenant’s agreement to attorn to the Holder as provided in this Article 12, shall be conditioned upon the Holder entering into an SNDA.
SNDA. No later than 30 days after the mutual execution and delivery of this Amendment, Landlord shall deliver to Tenant an SNDA from Landlord’s current Lender pursuant to which (i) the Lease is subordinated to the lien of such Lender’s Encumbrance and (ii) the Lender agrees not to disturb or interfere with Tenant’s possession of the Premises or rights under the Lease so long as there is no Event of Default on the part of Tenant. Tenant agrees that the form of SNDA attached hereto as Exhibit C is acceptable to Tenant.
SNDA. Landlord shall, upon the terms and conditions hereinafter set forth, execute and deliver to any Leasehold Mortgagee an SNDA, promptly upon Tenant’s request; provided that (a) Tenant pays all reasonable out-of-pocket costs and expenses incurred by Landlord in connection therewith, which expenses shall include the reasonable third party fees, costs, expenses and other charges of Landlord and its attorneys and advisors; and (b) all such documentation shall be acceptable to Landlord in its reasonable determination. Such SNDA shall
(i) be consistent with the provisions of this Lease regarding Leasehold Mortgages and the rights of Leasehold Mortgagee(s); (ii) confirm that, except as otherwise agreed to by Tenant, the lien of the Lease is senior in priority to any Fee Mortgage; (iii) provide, among other things, for the continuation of the Lease in the event that the Landlord sells, transfers or assigns the Property and/or Landlord’s interest in this Lease, or is the subject of any bankruptcy proceeding or by operation of law upon any foreclosure of a Fee Mortgage by any Fee Mortgagee; and (iv) expressly provide that none of the Landlord Parties shall have any personal obligation, responsibility or liability whatsoever for the indebtedness of Tenant to any Leasehold Mortgagee or for the performance or observance by Tenant of any of any of the terms, covenants, or conditions of such SNDA applicable to Tenant.
SNDA. Buyer’s, Master Tenant’s, Landlord’s and Lender’s counterparts to the SNDA.
SNDA. Landlord represents and warrants that, in connection with Landlord's acquisition of the Project from the Original Landlord, the Lender's Loan referred to above was satisfied in full, and that therefore no notice or consent rights of Lender remain with regard to the Project, specifically including the Lease and/or this Agreement.
SNDA. At Purchaser’s request, Seller shall deliver a subordination, non-disturbance and attornment agreement (“SNDA”) to Tenant and Seller shall use reasonable efforts to obtain the SNDA; provided, however, if Seller is unable to obtain the SNDA from Tenant, such failure shall not be a Seller default or condition precedent to Purchaser’s obligation to proceed to Closing.
SNDA. Notwithstanding and supplementing Section 12.1, as a condition to any such subordination, the Holder must provide Tenant with, and Tenant shall enter into, an SNDA agreeing to recognize this Lease and T▇▇▇▇▇’s rights hereunder in the event of a sale or foreclosure under the applicable Security Document or transfer in lieu thereof in substantially the same the form as the form attached hereto as Schedule “Q”, subject to such commercially reasonable changes to such form SNDA as may be required by the applicable Holder but which do not (individually or in the aggregate) materially either increase the obligations of Tenant hereunder or affect the rights of Tenant hereunder.