Common use of SNDA Clause in Contracts

SNDA. Landlord represents and warrants to 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 default by Landlord thereunder. Concurrently with Landlord’s execution and 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 H-1 (“Initial SNDA”). This Lease is and shall at all times be and remain subject and subordinate to the lien of 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 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 “Landlord’s Mortgagee”), 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 delivered to Tenant a subordination, non-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 Allowance) (“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”) 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 twenty (20) days after receipt of a written request therefor from Landlord, execute and return to Landlord, to execute, acknowledge and deliver any such Future SNDA, the effectiveness of which shall be conditioned on its execution by Landlord and such future Landlord’s Mortgagee.

SNDA. Landlord represents It shall be a condition to Purchaser’s obligation to consummate Closing that Seller obtain and warrants deliver to Tenant that the Mortgage Purchaser an executed Subordination, Nondisturbance and Attornment Agreement (defined below“SNDA”) in favor of Union Labor Life Insurance Company dated July 5Purchaser’s lender from (a) each Tenant which is not a Major Tenant that has a recorded memorandum of lease appearing on the PTR (provided, 2013 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 recorded as Instrument No(b) each Major Tenant (each Tenant referenced in (a) and (b), a “Required SNDA Tenant”). 20130705001512 Purchaser shall deliver the form of each SNDA (with the applicable Tenant and Tenant Lease information completed) to Seller for submission to the applicable Tenants prior to the expiration of the Official Records Property Approval Period; provided that if any Tenant Lease includes a required form of the County of KingSNDA (such lease, Washington (the a “Existing MortgageForm SNDA Lease”), is Purchaser agrees that such form of SNDA may be submitted to such Tenant and will be accepted for Closing. Further, Seller shall have the only Mortgage encumbering right to deliver an amendment to the Premises, and Landlord is not in default under Tenant Lease for any SNDA which confirms that 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 default by Landlord thereunder. Concurrently with Landlord’s execution and 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 H-1 (“Initial SNDA”). This Lease is and shall at all times be and remain subject and subordinate to the lien of Purchaser’s lender and any present or future deed of trustsuch 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, mortgage or other security instrument (if requested by Purchaser’s lender and if Purchaser timely provides a “Mortgage”) or completed SNDA for any ground leaseadditional Tenants, master lease or primary lease (a “Primary Lease”) (and to 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 “Landlord’s Mortgagee”), unless Landlord or Landlord’s Mortgagee requires this Lease to be superior Seller shall deliver an SNDA to any such Mortgage or Primary LeaseTenant with a request for its execution and delivery; provided thatprovided, with respect to any Mortgage or Primary Lease not in effect as however, delivery of the date hereof, Landlord’s Mortgagee has executed, acknowledged and delivered to Tenant a subordination, non-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 Allowance) (“Future SNDA”), which Future SNDA will be in substantially the same form as the Initial SNDA, except that the Future an SNDA shall also provide not be a condition to Purchaser’s obligation to consummate Closing for any Tenant that any Landlord’s Mortgagee or its transferee or successor or assigns acquiring Landlord’s Mortgagee’s interest (is not a “Landlord’s Mortgagee Successor”) shall be responsible for the any letter of credit or security deposit provided by Required SNDA Tenant, whether or not actually received by and transferred to Landlord’s Mortgagee or any Landlord’s Mortgagee Successor. Tenant shall, within twenty (20) days after receipt of a written request therefor from Landlord, execute and return to Landlord, to execute, acknowledge and deliver any such Future SNDA, the effectiveness of which shall be conditioned on its execution by Landlord and such future Landlord’s Mortgagee.

SNDA. As of the Commencement Date, Landlord represents and warrants to 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 Mortgage or condition that, with Primary Lease encumbering the giving of notice Building or the passage Land. In the event Landlord encumbers the Building or the Land with a Mortgage or Primary Lease, Tenant shall have the right to request from Landlord, in writing, that Landlord use commercially reasonable efforts to obtain a subordination and non-disturbance agreement (“SNDA”) from Landlord’s Mortgagee on Landlord’s Mortgagee’s standard form which must provide that (i) so long as Tenant has not committed an Event of timeDefault under the Lease, upon Landlord’s Mortgagee foreclosure of the Premises or bothtermination of the Primary Lease, would constitute a as applicable, Mortgagee shall not disturb Tenant’s possession or occupancy under Lease and Tenant shall attorn to said Landlord’s Mortgagee, (ii) Landlord’s Mortgagee shall be bound by the Lease and all amendments thereto entered into on or before the date of the SNDA, and (iii) provided Tenant gives Landlord’s Mortgagee written notice of any default by Landlord thereunder. Concurrently with under the Lease, Landlord’s execution and delivery Mortgagee shall have a reasonable opportunity to perform Landlord’s obligations after the date of this Leasesuch notice. In such case, if ▇▇▇▇▇▇▇▇’s Mortgagee denies the SNDA request or does not respond, Landlord shall deliver have no liability for such failure and the terms and conditions of this Section 12 shall continue to apply. Any fee associated therewith shall be at Tenant’s sole cost and expense and ▇▇▇▇▇▇▇▇’s request shall be conditioned upon ▇▇▇▇▇▇’s remittance of said fee. RULES AND REGULATIONS 13. Tenant a subordination, nondisturbance shall comply with the rules and attornment agreement, executed by Landlord and Landlord’s Mortgagee under regulations of the Existing Mortgage, in the form Building which are attached hereto as Exhibit H-1 (“Initial SNDA”). This Lease is B. Landlord may, from time to time, change such rules and shall at all times be and remain subject and subordinate to regulations for the lien of any present safety, care, 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 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 “Landlord’s Mortgagee”), 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 cleanliness of the date hereofBuilding and related facilities, Landlordprovided that such changes are applicable to all tenants of the Building, will not unreasonably interfere with ▇▇▇▇▇▇’s Mortgagee has executed, acknowledged use of the Premises and delivered are provided to Tenant a subordination, non-disturbance and attornment agreement in commercially reasonable form that does not materially alter the rights or increase the obligations of writing. Tenant under the Lease (including, without limitation, preservation of Tenant’s rights and remedies with respect to receipt and/or nonpayment of the Allowance) (“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”) shall be responsible for the any letter of credit or security deposit provided compliance with such rules and regulations by Tenantits employees, whether or not actually received by agents, and transferred to Landlord’s Mortgagee or any Landlord’s Mortgagee Successor. Tenant shall, within twenty (20) days after receipt of a written request therefor from Landlord, execute and return to Landlord, to execute, acknowledge and deliver any such Future SNDA, the effectiveness of which shall be conditioned on its execution by Landlord and such future Landlord’s Mortgageeinvitees.

SNDA. Landlord represents and warrants to Tenant agrees that it shall deliver, within five (5) days following 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 default by Landlord thereunder. Concurrently with Landlord’s full execution and delivery of this Lease, Landlord shall deliver to Tenant a subordinationan SNDA (as defined below) from its current mortgagee, nondisturbance and attornment agreement, executed by Landlord and Landlord’s Mortgagee under the Existing Mortgage, substantially in the form attached hereto as Exhibit H-1 (“Initial E, with such commercially reasonable modifications as mutually agreed to by Tenant and such mortgagee. Subject to Tenant’s receipt of such SNDA”). This , this Lease is and shall at all times be and remain subject and subordinate to the lien of 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 any and all advances made thereunder) upon the Project or Mortgage from time‑to‑time encumbering the Premises, (whether executed and delivered prior to or subsequent to the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as “Landlord’s Mortgagee”)date of this Lease, unless Landlord or Landlord’s Mortgagee requires elects to have this Lease remain prior to be superior to any such Mortgage or Primary Lease; provided that, with respect Mortgage. If this Lease is subordinate to any Mortgage or Primary Lease not in effect as of the date hereof, Landlord’s Mortgagee has executed, acknowledged and delivered to Tenant a subordination, non-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 Allowance) (“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”) 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 other party shall succeed to the interest of Landlord pursuant to the Mortgage (such Mortgagee or other party, a “Successor”), Tenant shall 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 Mortgagee Successorwritten request, Tenant agrees to execute such instruments of subordination or attornment in confirmation of the foregoing agreement as the Successor reasonably may request. Tenant shall, within twenty (20) days after receipt of a written request therefor Landlord shall obtain from Landlord, execute and return to Landlord, to execute, acknowledge and deliver any such Future SNDA, the effectiveness of which shall be conditioned on its execution by Landlord and such future Landlord’s Mortgagee, in a form reasonably acceptable to Tenant and such Landlord’s Mortgagee, an agreement providing that in the event that Landlord’s Mortgagee or 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 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 interest in the Premises by so notifying Tenant in writing.

SNDA. Landlord represents ▇▇▇▇▇▇▇▇ agrees to request a subordination and warrants to Tenant that the Mortgage non-disturbance agreement (defined belowan “SNDA”) 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 default by Landlord thereunder. Concurrently with Landlord’s execution and 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, from its current Mortgagees in the form attached hereto as Exhibit H-1 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 “Initial Loan Agreement”), by and among Landlord, as mortgagor, the current Mortgagees and certain other parties thereto (the “Required Form of SNDA”). This Lease is and shall at all times be and remain subject and subordinate to the lien of 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 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 “Landlord’s Mortgagee”), unless Landlord or Landlord’s Mortgagee requires this Lease to be superior to any with 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 delivered to Tenant a subordination, non-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 Allowance) (“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”) shall be responsible for the any letter of credit or security deposit provided changes requested by Tenant, whether or not actually received by and transferred to Landlord’s Mortgagee or any Landlord’s Mortgagee Successor. Tenant shall▇▇▇▇▇▇, within twenty thirty (2030) days after receipt of a written request therefor from Landlordthe Execution Date. Landlord agrees to use reasonable efforts, execute and return at no cost to Landlord, to executeobtain 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, acknowledge 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 any such Future SNDA, the effectiveness of which shall be conditioned on its execution by Landlord and such future Landlord’s Mortgagee.

SNDA. Landlord represents and warrants Subject to 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 default by Landlord thereunder. Concurrently with Landlord’s execution and delivery later provisions of this Section 15, the Lease, Landlord as amended by this Amendment, 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 H-1 (“Initial SNDA”). This Lease is and shall at all times be and remain subject and subordinate to the lien of any present or future deed mortgage(s), deed(s) of trust, mortgage ground lease(s) or other security instrument 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”) or any ground lease, master lease or primary lease (). The party having the benefit of a Mortgage shall be referred to as a “Primary LeaseMortgagee”. 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 to any and all advances made thereunderupon request from a Mortgagee, Tenant shall execute) upon the Project or the Premises, (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as “Landlord’s Mortgagee”), 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 delivered to Tenant a commercially reasonable subordination, non-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 Allowance) (an “Future SNDA”)) covering Tenant and the Mortgagee. In lieu of having the Mortgage be superior to this Lease, which Future SNDA will be in substantially a Mortgagee shall have the same form as the Initial SNDA, except that the Future SNDA shall also provide that 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 Mortgagee or its transferee or successor or assigns acquiring Landlord’s Mortgagee’s interest (a “Landlord’s Mortgagee Successor”) shall be responsible for in the any letter of credit or security deposit provided by TenantLease, whether or not actually received by and transferred to Landlord’s Mortgagee or any Landlord’s Mortgagee Successor. Tenant shall, within twenty without charge, attorn to the successor-in-interest. Landlord shall use commercially reasonable efforts to cause its current Mortgagee to execute and deliver to Tenant a subordination, attornment and non-disturbance agreement in a form that is reasonably acceptable to Tenant on or before that date which is thirty (2030) days after receipt following the mutual execution of a written request therefor from Landlordthis Amendment, execute and return to Landlord, to execute, acknowledge and deliver any such Future SNDA, the effectiveness of which shall be conditioned on its execution by Landlord and such future but Landlord’s failure to do so shall not affect the validity of this Amendment. Tenant acknowledges and agrees that the Subordination, Non-Disturbance and Attornment Agreement attached to this Amendment as Exhibit D is a form of SNDA that is commercially reasonable and acceptable to Tenant, but that the actual SNDA may be on a different form and with a different Mortgagee.