Common use of SNDA Clause in Contracts

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. ▇▇▇▇▇▇▇▇ agrees (i) Landlord shall, subject to request the terms and conditions of this Section 15.1(d), use commercially reasonable efforts to obtain a subordination and non-disturbance agreement (an “SNDA”) SNDA for Tenant from its current Mortgagees in the form attached hereto as Exhibit A (which is consistent with the form of SNDA attached to Person that certain Loan Agreement dated is, 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 timeEffective Date, the “Loan Agreement”Superior Rights Holder (i.e., Bank of America, N.A.). (ii) Landlord shall, subject to the terms and conditions of this Section 15.1(d), by use commercially reasonable efforts to obtain a SNDA for Tenant from each future Superior Rights Holder. (iii) Notwithstanding anything in this Lease to the contrary, this Lease and among Tenant’s obligations hereunder shall not be affected or impaired in any respect should any Superior Rights Holder decline to enter into a SNDA. If Tenant either fails or refuses to execute and deliver a SNDA within 20 days following Landlord’s delivery of such SNDA to Tenant, as mortgagorthen Landlord shall have no further obligation to obtain a SNDA for Tenant from such Superior Rights Holder. In no event shall Landlord be required to (a) expend any additional sums in its effort to obtain the SNDA, the current Mortgagees and certain (b) deposit or post any letter of credit or other parties thereto security with Superior Rights Holder, (the “Required Form of SNDA”)c) with such changes requested by ▇▇▇▇▇▇, within thirty (30) days after the Execution Date. Landlord agrees to use reasonable efforts, at no cost to Landlord, commence any litigation in order to obtain the SNDA substantially or (d) take any step which may, in Landlord’s reasonable judgment, have an adverse effect on its relationship with any Superior Rights Holder. If any Superior Rights Holder imposes any fees or incurs any costs as a condition of entering into the form attached hereto SNDA, Landlord may withdraw its request therefor unless, within 20 days after Landlord’s notice to Tenant 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 fees and costs and 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 documentationamount thereof, Tenant shall reimburse any deliver to Landlord the full amount of such fees charged by and costs. If Tenant fails to deliver to Landlord the Mortgagees or their legal counsel pursuant full amount of such fees and costs within such period, Landlord may withdraw its request for the SNDA, in which event Landlord shall have no further obligation 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 obtain such SNDA.

SNDA. ▇▇▇▇▇▇▇▇ agrees It shall be a condition to request a subordination Purchaser’s obligation to consummate Closing that Seller obtain and non-disturbance agreement deliver to Purchaser an executed Subordination, Nondisturbance and Attornment Agreement (an “SNDA”) in favor of Purchaser’s lender from its current Mortgagees in the form attached hereto as Exhibit A (a) each Tenant which is consistent not a Major Tenant that has a recorded memorandum of lease appearing on the PTR (provided, however, that Purchaser shall use commercially reasonable efforts to cause Purchaser’s lender to waive any requirement for an SNDA with respect to the Bank of America ATM lease as a condition to Closing), and (b) each Major Tenant (each Tenant referenced in (a) and (b), a “Required SNDA Tenant”). Purchaser shall deliver the form of each SNDA attached (with the applicable Tenant and Tenant Lease information completed) to Seller for submission to the applicable Tenants prior to the expiration of the Property Approval Period; provided that certain Loan Agreement dated as if any Tenant Lease includes a required form of [***]SNDA (such lease, 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 a “Loan AgreementForm SNDA Lease”), by Purchaser agrees that such form of SNDA may be submitted to such Tenant and among Landlordwill be accepted for Closing. Further, as mortgagorSeller shall have the right to deliver an amendment to the Tenant Lease for any SNDA which confirms that such Tenant Lease is subordinate to the lien of Purchaser’s lender and any such amendment shall be considered an SNDA for all purposes under this Agreement; provided that no such amendment can be delivered for any Tenant with a Tenant Lease that is a Form SNDA Lease. Notwithstanding anything to the contrary contained herein, the current Mortgagees and certain other parties thereto (the “Required Form of SNDA”)) with such changes if requested by ▇▇▇▇▇▇Purchaser’s lender and if Purchaser timely provides a completed SNDA for any additional Tenants, within thirty (30) days after the Execution Date. Landlord agrees Seller shall deliver an SNDA to use reasonable effortsany such Tenant with a request for its execution and delivery; provided, at no cost however, delivery of an SNDA shall not be a condition to Landlord, to obtain the SNDA substantially in the form attached hereto as Exhibit A from such Mortgagees. Landlord will not obstruct ▇▇▇▇▇▇Purchaser’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 consummate Closing for any SNDA other than the Required Form of SNDA, and there Tenant that is no definite time period during which such Mortgagees are required to respond to any request for or to deliver not 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 SNDATenant.

SNDA. ▇▇▇▇▇▇▇▇ Landlord agrees to request a subordination that it shall deliver, within five (5) days following the full execution and non-disturbance agreement delivery of this Lease, an SNDA (an “SNDA”as defined below) 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 [***]mortgagee, 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 E, with such commercially reasonable modifications as mutually agreed to by Tenant and such mortgagee. Subject to Tenant’s receipt of such SNDA, this Lease shall be subordinate to any Mortgage from such Mortgagees. Landlord will not obstruct ▇▇▇▇▇▇time‑to‑time encumbering the Premises, whether executed and delivered prior to or subsequent to the date of this Lease, unless Landlord’s negotiations with the Mortgagees regarding ▇▇▇▇▇▇’s requested changes Mortgagee elects to have this Lease remain prior to such SNDAMortgage. 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 If this Lease is no definite time period during which such Mortgagees are required to respond subordinate to any request for or to deliver a Required Form of SNDA under the Loan Agreement, Mortgage 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 Landlord’s Mortgagee or any other loan documents affecting party shall succeed to the Premises. Within [***] days after ▇▇▇▇▇▇▇▇’s written demand thereforinterest of Landlord pursuant to the Mortgage (such Mortgagee or other party, together with reasonable supporting documentationa “Successor”), Tenant shall reimburse attorn to the Successor and this Lease shall continue in full force and effect between the Successor and Tenant. Not more than fifteen (15) business days after Landlord’s written request, Tenant agrees to execute such instruments of subordination or attornment in confirmation of the foregoing agreement as the Successor reasonably may request. Landlord shall obtain from any fees charged by future Landlord’s Mortgagee, in a form reasonably acceptable to Tenant and such Landlord’s Mortgagee, an agreement providing that in the Mortgagees event that Landlord’s Mortgagee or their legal counsel any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, subject to such commercially reasonable qualifications as such Mortgagee may impose, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Loan Agreement Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of such Mortgage (an “SNDA”). Any Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its mortgage, ground lease, or other third party out-of-pocket costs incurred interest in the Premises by Landlord so notifying Tenant 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 SNDAwriting.

SNDA. ▇▇▇▇▇▇▇▇ agrees Landlord represents and warrants to request Tenant that the Mortgage (defined below) in favor of Union Labor Life Insurance Company dated July 5, 2013 and recorded as Instrument No. 20130705001512 of the Official Records of the County of King, Washington (the “Existing Mortgage”), is the only Mortgage encumbering the Premises, and Landlord is not in default under such Existing Mortgage or any loan document related thereto, and there is no event or condition that, with the giving of notice or the passage of time, or both, would constitute a subordination default by Landlord thereunder. Concurrently with Landlord’s execution and non-disturbance agreement (an “SNDA”) from its current Mortgagees delivery of this Lease, Landlord shall deliver to Tenant a subordination, nondisturbance and attornment agreement, executed by Landlord and Landlord’s Mortgagee under the Existing Mortgage, in the form attached hereto as Exhibit A H-1 (which “Initial SNDA”). This Lease is consistent with and shall at all times be and remain subject and subordinate to the form lien of SNDA attached any present or future deed of trust, mortgage or other security instrument (a “Mortgage”) or any ground lease, master lease or primary lease (a “Primary Lease”) (and to that certain Loan Agreement dated any and all advances made thereunder) upon the Project or the Premises, (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein 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 AgreementLandlord’s Mortgagee”), by unless Landlord or Landlord’s Mortgagee requires this Lease to be superior to any such Mortgage or Primary Lease; provided that, with respect to any Mortgage or Primary Lease not in effect as of the date hereof, Landlord’s Mortgagee has executed, acknowledged and among Landlorddelivered to Tenant a subordination, as mortgagornon-disturbance and attornment agreement in commercially reasonable form that does not materially alter the rights or increase the obligations of Tenant under the Lease (including, without limitation, preservation of Tenant’s rights and remedies with respect to receipt and/or nonpayment of the current Mortgagees and certain other parties thereto Allowance) (the “Required Form of Future SNDA”), which Future SNDA will be in substantially the same form as the Initial SNDA, except that the Future SNDA shall also provide that any Landlord’s Mortgagee or its transferee or successor or assigns acquiring Landlord’s Mortgagee’s interest (a “Landlord’s Mortgagee Successor”) with such changes requested shall be responsible for the any letter of credit or security deposit provided by ▇▇▇▇▇▇Tenant, whether or not actually received by and transferred to Landlord’s Mortgagee or any Landlord’s Mortgagee Successor. Tenant shall, within thirty twenty (3020) days after the Execution Date. Landlord agrees to use reasonable effortsreceipt of a written request therefor from Landlord, at no cost execute and return to Landlord, to obtain the SNDA substantially in the form attached hereto as Exhibit A from execute, acknowledge and deliver any such Mortgagees. Landlord will not obstruct ▇▇▇▇▇▇’s negotiations with the Mortgagees regarding ▇▇▇▇▇▇’s requested changes to such Future 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 effectiveness 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 be conditioned on its execution 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 SNDAfuture Landlord’s Mortgagee.

SNDA. ▇▇▇▇▇▇▇▇ agrees Subject to the later provisions of this Section 15, the Lease, as amended by this Amendment, shall be subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Project, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This Section 15 shall be self-operative; provided, however, that (a) so long as no Default exists under this Lease and Tenant attorns to the successor-in-interest, Tenant’s possession pursuant to this Lease shall not be disturbed and this Lease shall not terminate in the event of termination or foreclosure of any such Mortgage, and (b) Tenant’s subordination obligations hereunder shall be conditioned upon Tenant’s receipt (and upon request from a subordination and Mortgagee, Tenant shall execute) a commercially reasonable subordination, non-disturbance and attornment agreement (an “SNDA”) from covering Tenant and the Mortgagee. In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord’s interest in the Lease, Tenant shall, without charge, attorn to the successor-in-interest. Landlord shall use commercially reasonable efforts to cause its current Mortgagees Mortgagee to execute and deliver to Tenant a subordination, attornment and non-disturbance agreement in the a form attached hereto as Exhibit A (that is reasonably acceptable to Tenant on or before that date 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 following the Execution Date. Landlord agrees mutual execution of this Amendment, but Landlord’s failure to use reasonable efforts, at no cost to Landlord, to obtain do so shall not affect 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 SNDAvalidity of this Amendment. Tenant acknowledges thatand agrees that the Subordination, while Tenant may request changes Non-Disturbance and Attornment Agreement attached to the Required Form this Amendment as Exhibit D is a form of SNDA from that is commercially reasonable and acceptable to Tenant, but that the current Mortgagees, the current Mortgagees have no contractual or other obligation to deliver any actual SNDA other than the Required Form of SNDA, may be on a different form and there is no definite time period during which such Mortgagees are required to respond to any request for or to deliver with 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 SNDAdifferent Mortgagee.

SNDA. ▇▇▇▇▇▇▇▇ agrees to Supplementing Article 7 of the Lease, Landlord warrants and represents that the building where the Demised Premises forms a part (the “Building”) (other than the Apple Bank loan in the sum of approximately $12,000,000.00) has no mortgages affecting the Property, however in the event Landlord refinances the Building then Landlord shall request for Tenant from each mortgagee a subordination and non-disturbance and attornment agreement in such mortgagee’s standard form (an a “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 Non-Disturbance Agreement”). If Landlord is unable in good faith to obtain such a Non-Disturbance Agreement by making such a request, by and among Landlord shall have no liability to Tenant, it being intended that Landlord’s sole obligation shall be to request that the holder of each future mortgage enter into such Non-Disturbance Agreement, as mortgagorprovided, however, that in the current Mortgagees and certain other parties thereto event Landlord is unable to obtain such a Non-Disturbance Agreement within sixty (the “Required Form of SNDA”)) with such changes requested by ▇▇▇▇▇▇, within thirty (3060) days after from Tenant’s request to obtain same, Tenant shall have the Execution Date. Landlord agrees option to use reasonable efforts, at no cost terminate this Lease on sixty (60) days prior written notice to Landlord, ,. In no event shall Landlord be required to commence any litigation in order to obtain the SNDA substantially a Non-Disturbance Agreement, nor shall Landlord be required to take any step which may, in the form attached hereto as Exhibit A from such Mortgagees. Landlord will not obstruct ▇▇▇▇▇▇Landlord’s negotiations reasonable judgment, have an adverse effect on its relationship with the Mortgagees regarding ▇▇▇▇▇▇’s requested changes to holder of such SNDASuperior Mortgage. Tenant acknowledges thatshall execute a non disturbance, while subordination and attornment agreement on the standard form of any of Landlord’s mortgagees, provided such form provides non disturbance to Tenant may request changes and does not impair Tenant’s rights or increase Tenant’s obligations under this Lease. In the event Tenant refuses to sign the Non-Disturbance Agreement for no reason or any reason whatsoever within 30 days from receipt of such Non-Disturbance Agreement, then this Lease shall be subordinate pursuant to Article 7 of this Lease, Landlord shall have no further obligations with respect to this paragraph as 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, mortgage in question 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 have the right to cancel this 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.