Commercial SNDA Agreement Generator

SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (SNDA) THIS SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (this "Agreement") is dated as of this _____ day of _______________, 20____, by and among: LENDER: JPMorgan Chase Bank, N.A. ("Lender"); TENANT: Catalyst BioSciences Corp. ("Tenant"); and LANDLORD: Highland Park Commercial Partners LP ("Landlord"). RECITALS WHEREAS, Landlord and Tenant entered into that certain Commercial Lease Agreement dated May 12, 2023 (as amended, the "Lease"), covering certain leased premises commonly known as 450 Science Boulevard, Suite 300, Cambridge, MA (the "Leased Premises"); and WHEREAS, Lender is making or has made a mortgage loan to Landlord in the principal amount of up to $42,500,000 (the "Loan"), secured by a Mortgage, Deed of Trust, or Security Deed (the "Mortgage") encumbering the real property containing the Leased Premises; and WHEREAS, Lender, Tenant, and Landlord desire to confirm their respective rights and establish the priority of the Mortgage relative to the Lease, while protecting Tenant's right to quiet possession. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. SUBORDINATION OF LEASE Subject to the non-disturbance protections set forth in Section 2, the Lease and all estate, leasehold rights, and options of Tenant thereunder are hereby subordinated and made subject to the lien of the Mortgage, and to all renewals, modifications, consolidations, and advances made thereunder. 2. NON-DISTURBANCE OF TENANCY So long as Tenant is not in default under the Lease beyond any applicable notice and cure periods: (a) Lender agrees that Tenant's possession of the Leased Premises and Tenant's rights and privileges under the Lease shall not be disturbed, diminished, or terminated by Lender in any foreclosure action, deed in lieu of foreclosure, or exercise of remedies under the Mortgage. (b) Tenant shall not be named as a defendant in any foreclosure proceeding unless mandatory under state procedural rules, and in such event, no money judgment or possessory writ shall be sought against Tenant. 3. ATTORNMENT If Lender, its nominee, or a foreclosure purchaser succeeds to the interest of Landlord: (a) Tenant agrees to attorn to and recognize Lender or such successor purchaser as Landlord under the Lease for the unexpired balance of the Lease term. (b) The Lease shall continue in full force and effect as a direct lease between Tenant and the successor Landlord, subject to all terms and covenants thereof. 4. LIMITATION ON SUCCESSOR LANDLORD'S LIABILITY Lender or any successor Landlord shall not be: (a) Liable for any act or omission of any prior landlord occurring prior to the date of succession; (b) Subject to any offsets, defenses, or counterclaims which Tenant might have against any prior landlord; (c) Bound by any rent or additional rent paid more than one (1) month in advance, unless actually received by Lender; (d) Bound by any material amendment or early termination of the Lease made without Lender's prior written consent; or (e) Liable for the return of any security deposit, except to the extent actually received in cash by Lender. 5. LENDER CURE RIGHTS Tenant agrees to provide Lender with duplicate written notice of any default by Landlord. Lender shall have the right, but not the obligation, to cure such default within 30 calendar days following receipt of notice before Tenant may terminate the Lease or exercise statutory remedies. 6. NOTICES All notices under this Agreement shall be in writing sent via certified mail or nationally recognized overnight courier to Lender at: 383 Madison Avenue, New York, NY 10179. 7. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth/State of Massachusetts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first written above. LENDER: JPMorgan Chase Bank, N.A. By: _________________________________________ Name: _______________________________________ Title: ________________________________________ TENANT: Catalyst BioSciences Corp. By: _________________________________________ Name: _______________________________________ Title: ________________________________________ LANDLORD: Highland Park Commercial Partners LP By: _________________________________________ Name: _______________________________________ Title: ________________________________________ (NOTARY ACKNOWLEDGMENT FORMS FOR RECORDING PURPOSES ATTACHED)