Extract to table

2(d)(iv) of the PSA requires that, as a condition precedent to Buyer's obligation to close, Buyer shall have received fully executed Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from all "Major Tenants" — defined in Section 1

2(d)(iv) of the PSA (the "Required SNDAs"); WHEREAS, as of the closing date of the transactions contemplated by the PSA (the "Closing Date"), which Closing Date is June 6, 2024, thirty-four (34) of the thirty-eight (38) Required SNDAs have been duly executed by the applicable Major Tenants and delivered to Buyer, and such executed SNDAs have been compiled in the closing binder maintained by Commonwealth National Title Insurance Company as title agent; WHEREAS, four (4) of the thirty-eight (38) Required SNDAs remain outstanding as of the Closing Date (each, an "Outstanding SNDA" and collectively, the "Outstanding SNDAs"), as more particularly identified on Exhibit A attached hereto and incorporated herein by reference; WHEREAS, the Parties desire to close the transactions contemplated by the PSA on the Closing Date notwithstanding the non-delivery of the four (4) Outstanding SNDAs, and to establish a mechanism for the post-closing delivery of such Outstanding SNDAs and the establishment of a holdback escrow to secure Seller's post-closing delivery obligations, all as more particularly set forth herein; and WHEREAS, capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the PSA

Seller hereby acknowledges and agrees to use commercially reasonable efforts to cause each of the four (4) Major Tenants identified in Section 1

Seller shall use commercially reasonable efforts to deliver all four (4) Outstanding SNDAs to Buyer within thirty (30) calendar days following the Closing Date (i

Interest accruing on the SNDA Holdback (or any portion thereof) shall accrue for the benefit of, and shall be disbursed to, the Party to whom the applicable portion of the SNDA Holdback is ultimately released in accordance with Section 4 below

3 below, in which case the interest allocable to such released portion shall be reported as income of Buyer