Common use of SNDAs Clause in Contracts

SNDAs. With respect to Target Leases which is a sublease, if any, Target shall promptly after the date hereof request that each master lessor execute a non-disturbance agreement in form and substance reasonably acceptable to Buyer; provided that Target shall have no obligation to request any such non-disturbance agreement (a) from any master lessor that has previously executed such a non-disturbance agreement which is assignable by Target to Buyer or (b) with respect to any master lease that expressly provides for non-disturbance of any subleasehold, upon the termination of the superior master lease, so long as the sublessee attorns to the superior master lessor and is not then in default, on terms and conditions that are reasonably acceptable to Buyer. With respect to each of the Target Leases, if any, which is subordinate to a deed of trust executed by the lessor, or by a master lessor, Target shall promptly after the date hereof request that the beneficiary of each such deed of trust execute a non-disturbance agreement in form and substance reasonably acceptable to Buyer, provided that Target shall have no obligation to request any such non-disturbance agreement from any beneficiary that has previously executed such a non-disturbance agreement which is assignable by Target to Buyer. Target shall use its Reasonable Best Efforts to promptly obtain such non-disturbance agreements from each party, completed and duly executed by such party prior to the Due Diligence Deadline. Within 5 calendar days of receipt by Target of any such non-disturbance agreement executed by any such party, Target shall deliver a true and complete copy thereof to Buyer. If Target fully complies with its covenants in this Section 2.9, but is not able to deliver a non-disturbance agreement in form and substance satisfactory to Buyer within the time or in the manner set forth herein, then Target shall not be liable for Damages to Buyer for the non-delivery of such non-disturbance agreement.

SNDAs. With respect Seller shall use commercially reasonable efforts to Target Leases obtain a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) from the Major Tenants. The form of the SNDAs for the Major Tenants shall be substantially identical to the SNDAs attached hereto as Exhibit I (the “Kroger Form SNDA”) and Exhibit J (the “Family Dollar Form SNDA”); subject, however, to such changes in form as may be required by a Major Tenant to conform the attached form to the current form used by such Major Tenant as its standard form. Buyer, with prior or concurrent notice to Seller, shall have the right to contact Tenants about the SNDAs and negotiate SNDAs directly with the Tenants. Seller shall reasonably cooperate with Buyer in the process of obtaining SNDAs. Buyer shall respond promptly to Tenant changes, modifications and comments to SNDAs and shall use commercially reasonable efforts to obtain final, executed SNDAs in a timely manner. Nothing herein shall prohibit or limit Seller from interaction with and direct contact with, any Tenant, at any time or from time to time, about an SNDA or such Tenant’s contacts with Buyer. It shall be a Buyer Closing Condition that Buyer shall have received SNDAs from the Major Tenants (which SNDAs shall be dated no earlier than forty-five (45) days prior to the Closing Date) no later than three (3) Business Days prior to the initial Closing Date, or if the Closing Date is a subleaseextended as provided, if anybelow, Target shall promptly after no later than two (2) Business Days prior to the Closing Purchase and Sale Agreement Date, as extended. If Seller has not obtained SNDAs from the Major Tenants by the date hereof request that each master lessor execute a nonis three (3) Business Days prior to the initial, scheduled Closing Date, either Seller or Buyer may extend the Closing Date one time, for up to an additional ten (10) Business Days, upon written notice to the other Party delivered no later than two (2) days prior to the initial, scheduled Closing Date. If Seller has not delivered the SNDAs of the Major Tenants by the date that is two (2) Business Days prior to the extended Closing Date, Buyer may terminate this Agreement by written notice delivered to Seller no later than the extended Closing Date. The duration of such extension in the Closing Date shall not be computed in the calculation of the 45-disturbance agreement in form day aging requirements for Tenant Estoppels or SNDA and substance reasonably acceptable such aging requirement shall be premised on the initial, scheduled Closing Date and not the extended Closing Date. If Buyer exercises its right to Buyer; provided that Target terminate this Agreement under this Section 8(d), all Xxxxxxx Money shall be returned to Buyer and the parties shall have no obligation to request any such non-disturbance agreement (a) from any master lessor that has previously executed such a non-disturbance agreement which is assignable by Target to Buyer or (b) with respect to any master lease that further obligations under this Agreement except as expressly provides for non-disturbance of any subleasehold, upon the termination of the superior master lease, so long as the sublessee attorns to the superior master lessor and is not then in default, on terms and conditions that are reasonably acceptable to Buyer. With respect to each of the Target Leases, if any, which is subordinate to a deed of trust executed by the lessor, or by a master lessor, Target shall promptly after the date hereof request that the beneficiary of each such deed of trust execute a non-disturbance agreement in form and substance reasonably acceptable to Buyer, provided that Target shall have no obligation to request any such non-disturbance agreement from any beneficiary that has previously executed such a non-disturbance agreement which is assignable by Target to Buyer. Target shall use its Reasonable Best Efforts to promptly obtain such non-disturbance agreements from each party, completed and duly executed by such party prior to the Due Diligence Deadline. Within 5 calendar days of receipt by Target of any such non-disturbance agreement executed by any such party, Target shall deliver a true and complete copy thereof to Buyer. If Target fully complies with its covenants in this Section 2.9, but is not able to deliver a non-disturbance agreement in form and substance satisfactory to Buyer within the time or in the manner set forth herein, then Target shall not be liable for Damages to Buyer for the non-delivery of such non-disturbance agreement.

SNDAs. With respect to Target each of the Assigned Leases which is a sublease, if any, Target the applicable Seller shall promptly after the date hereof request that each master lessor execute a non-disturbance agreement in form and substance reasonably acceptable to Buyer; provided that Target such Seller shall have no obligation to request any such non-disturbance agreement (a) from any master lessor that has previously executed such a non-disturbance agreement which is assignable by Target such Seller to Buyer or (b) with respect to any master lease that expressly provides for non-disturbance of any subleasehold, upon the termination of the superior master lease, so long as the sublessee attorns to the superior master lessor and is not then in default, on terms and conditions that are reasonably acceptable to Buyer. With respect to each of the Target Assigned Leases, if any, which is subordinate to a deed of trust executed by the lessor, or by a master lessor, Target the applicable Seller shall promptly after the date hereof request that the beneficiary of each such deed of trust execute a non-disturbance agreement in form and substance reasonably acceptable to Buyer, provided that Target such Seller shall have no obligation to request any such non-disturbance agreement from any beneficiary that has previously executed such a non-disturbance agreement which is assignable by Target such Seller to Buyer. Target Each Seller shall use its Reasonable Best Efforts to promptly obtain such non-disturbance agreements from each party, completed and duly executed by such party prior to the Due Diligence Deadline. Within 5 calendar days of receipt by Target a Seller of any such non-disturbance agreement executed by any such party, Target such Seller shall deliver a true and complete copy thereof to Buyer. If Target a Seller fully complies with its covenants in this Section 2.92.14, but is are not able to deliver a non-disturbance agreement in form and substance satisfactory to Buyer within the time or in the manner set forth herein, then Target such Seller shall not be liable for Damages to Buyer for the non-delivery of such non-disturbance agreement.

SNDAs. With respect to Target Leases which is a sublease, if any, Target Seller shall promptly after the date hereof request that Tenants (at no cost to Seller other than amounts for incidental expenses) deliver to Purchaser the following Subordination, Non-Disturbance and Attornment Agreements (each master lessor execute an “SNDA” and collectively, the “SNDAs”): (i) a nonfully completed Subordination, Non-disturbance agreement Disturbance and Attornment Agreement by T-Mobile (and duly executed under proper authority) in the form and substance reasonably acceptable to Buyer; provided that Target shall have no obligation to request any such non-disturbance agreement (a) from any master lessor that has previously executed such a non-disturbance agreement which is assignable by Target to Buyer or (b) attached hereto as Exhibit X-1 with respect to any master lease that expressly provides for nonthe T-disturbance of any subleaseholdMobile Building I Lease; (ii) a fully completed Subordination, upon the termination of the superior master lease, so long as the sublessee attorns to the superior master lessor Non-Disturbance and is not then in default, on terms and conditions that are reasonably acceptable to Buyer. With respect to each of the Target Leases, if any, which is subordinate to a deed of trust executed Attornment Agreement by the lessor, or by a master lessor, Target shall promptly after the date hereof request that the beneficiary of each such deed of trust execute a nonT-disturbance agreement in form and substance reasonably acceptable to Buyer, provided that Target shall have no obligation to request any such non-disturbance agreement from any beneficiary that has previously executed such a non-disturbance agreement which is assignable by Target to Buyer. Target shall use its Reasonable Best Efforts to promptly obtain such non-disturbance agreements from each party, completed Mobile (and duly executed by such party prior under proper authority) in the form attached hereto as Exhibit X-2 with respect to the Due Diligence DeadlineT-Mobile Building II Lease; and (iii) a fully completed Subordination, Non-Disturbance and Attornment Agreement by EFA (and duly executed under proper authority) in the form attached hereto as Exhibit X-3 with respect to the EFA Lease. Within 5 calendar days Such SNDAs shall be dated as of receipt by Target the date of any such non-disturbance agreement executed by any such party, Target Closing. Seller shall deliver to Purchaser copies of all executed SNDAs received. Seller will make diligent efforts to obtain the SNDAs, and Seller acknowledges and agrees that the delivery of all of the SNDAs in the form attached hereto shall be a true and complete copy thereof condition to BuyerPurchaser’s obligation to close the transaction contemplated hereunder (the “SNDA Delivery Condition”), provided the Closing occurs on or before April 27, 2011. If Target fully complies with its covenants in this Section 2.9, but the SNDA Delivery Condition is not able satisfied for any reason by the earlier of the Closing Date as established by Section 5.1 or April 27, 2011, Purchaser may, in its sole discretion: (i) terminate this Agreement by delivering written notice to deliver a non-disturbance agreement Seller on or before April 27, 2011, in form and substance satisfactory which event the Deposit shall be returned to Buyer within the time Purchaser; or in the manner set forth herein(ii) elect to close, then Target shall not be liable for Damages to Buyer for notwithstanding the non-delivery satisfaction of such non-disturbance agreementcondition, and therefore waive satisfaction of such condition. Notwithstanding the foregoing, the parties agree that the bracketed provisions in the attached SNDA labeled “THIS BRACKETED LANGUAGE IS NOT A CONDITION OF CLOSING” will be included in the SNDAs delivered to the Tenants (and Seller agrees that it will remove such brackets and labeling from the forms before presenting them to the Tenants), but the parties agree that those provisions are not required for the SNDAs to satisfy the SNDA Delivery Condition and that such provisions may be modified or deleted in their entirety by the Tenants and such modification or deletion shall not result in the failure of the affected SNDA to satisfy the SNDA Delivery Condition.