Common use of Estoppel Certificates and SNDAs Clause in Contracts

Estoppel Certificates and SNDAs. Purchaser shall have received executed estoppel certificates (not alleging any then ongoing default of the landlord under the applicable Lease and confirming all material business terms and conditions in the applicable Lease) and a subordination, non-disturbance and attornment agreement (individually, an “SNDA” and collectively, the “SNDAs”) from Food Lion, CVS, Dollar General, Dunkin Donuts, Bank of Xxxx Burnie, Gunnings and Pro P.T. (collectively, the “Major Tenants”) in the forms attached hereto as Exhibit 7.4(b) and incorporated herein by reference or as may otherwise be required under the applicable Leases of the Major Tenants, the same to be dated no earlier than forty-five (45) days prior to the Closing Date and Purchaser shall have received (i) estoppel certificates (not alleging any then ongoing default of the landlord under the applicable Leases) from Tenants occupying 75% of the balance of the leased area of the Real Property (other than the Major Tenants) in the form attached as Exhibit 7.4(b), and (ii) subordination, non-disturbance and attornment agreements from all such other Tenants of the Real Property (other than the Major Tenants) as required by Purchaser’s intended mortgagee and, to the extent, and only to the extent, called for under the applicable Leases, in the form required by Purchaser’s intended mortgagee or as may otherwise be called for under the applicable Leases. All such executed estoppel certificates and SNDAs shall be delivered to Purchaser prior to the expiration of the Inspection Period. To the extent that Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, and to the extent any of such estoppel certificates shall not have been obtained and delivered to Purchaser prior to Closing, then, at Closing, Seller shall provide a so-called “Seller estoppel” with respect to the Leases and Tenants for which no such estoppel certificate was obtained and the condition precedent calling for delivery of such estoppel certificates shall be deemed satisfied, provided that, Purchaser shall not be obligated to accept such a Seller estoppel with respect to the Leases of the Major Tenants, and to the extent the same have not been obtained and delivered prior to Closing, such condition precedent shall not be deemed to have been satisfied. All Seller estoppels shall be subject to the limitations set forth in Section 7.1(c) above.

Estoppel Certificates and SNDAs. Purchaser As a condition to Closing, Seller shall obtain and deliver to Buyer Acceptable Estoppel Certificates (as hereinafter defined) from (i) all Major Tenants (as hereinafter defined), and (ii) from a sufficient number of non-Major Tenant’s such that, when considered with the estoppel certificates received from Major Tenants, Buyer shall have received executed estoppel certificates (not alleging any then ongoing default of the landlord under the applicable Lease and confirming all material business terms and conditions in the applicable Lease) and a subordination, non-disturbance and attornment agreement (individually, an “SNDA” and collectively, the “SNDAs”) Acceptable Estoppel Certificates from Food Lion, CVS, Dollar General, Dunkin Donuts, Bank of Xxxx Burnie, Gunnings and Pro P.T. (collectively, the “Major Tenants”) in the forms attached hereto as Exhibit 7.4(b) and incorporated herein by reference or as may otherwise be required under the applicable Leases of the Major Tenants, the same to be dated no earlier than forty-five (45) days prior to the Closing Date and Purchaser shall have received (i) estoppel certificates (not alleging any then ongoing default of the landlord under the applicable Leases) from Tenants tenants occupying 7582% of the balance of the leased area of the Real Property (the Acceptable Estoppel Certificates described in clauses (i) and (ii), the “Required Estoppel Certificates”); provided, however, Seller shall request Acceptable Estoppel Certificates from all tenants of the Property. Seller shall use commercially reasonable efforts to obtain and deliver the Required Acceptable Estoppel Certificates to Buyer prior to the expiration of the Due Diligence Period, and shall deliver to Buyer a copy of each executed Required Estoppel Certificate and any other estoppel certificate that Seller obtains not later than one (1) business days after receipt thereof. Seller shall have no obligation to update any such estoppel certificate prior to Closing. In order to facilitate the Major Tenantstimely receipt of Acceptable Estoppel Certificates, (x) in Seller shall prepare drafts of the estoppel certificates, utilizing the form attached as Exhibit 7.4(bSchedule 6A, for all tenants except California Casualty Management Company, for which Seller shall use the form attached as Schedule 6B (either form, as applicable, the “Approved Estoppel Form”) with the requisite information completed for the applicable tenant, and submit such drafts to Buyer for its review promptly upon execution of this Agreement, (y) Buyer shall either approve or request changes to such drafts within three (3) business days after Buyer’s receipt thereof, and (z) provided Buyer shall have approved the applicable estoppel certificate(s), Seller shall submit the same to the tenants of the Property promptly. As used herein, the term “Major Tenants” shall mean California Casualty Management Company, Mxxx Logic and CFN. For purposes hereof, the term “Acceptable Estoppel Certificate “ shall mean either (i) an estoppel certificate in the form of the Approved Estoppel Form; (ii) an estoppel certificate in the form the Approved Estoppel Form with such deletions or changes thereto made by the tenant so long as such estoppel certificate contains, at a minimum, the matters which such tenant is required to address in an estoppel certificate as required by such tenant’s Tenant Lease; (iii) an estoppel certificate in the form required by such tenant’s Tenant Lease (provided Seller first requests such tenant to provide an estoppel certificate in the form of the Approved Estoppel Form); or (iv) with respect to California Casualty Management Company, an estoppel certificate on the Approved Estoppel Form set forth on Schedule 6B; provided, however, notwithstanding the foregoing, (i) an estoppel certificate shall be deemed an Acceptable Estoppel Certificate only to the extent that such estoppel certificate does not reveal any material adverse matters, and (ii) the tenant estoppel certificate from California Casualty Management Company shall not be acceptable unless it is in the form described in subsection (iv) above, and is in compliance with the terms and provisions of California Casualty Management Company’s Tenant Lease. Additionally, Seller shall submit to the tenants of the Property such subordination, non-disturbance and attornment agreements from all such other Tenants of the Real Property (other than the Major Tenants) as required by Purchaser’s intended mortgagee and, to the extent, and only to the extent, called for under the applicable Leases, in the form required by Purchaser’s intended mortgagee or as may otherwise be called for under the applicable Leases. All such executed estoppel certificates and SNDAs shall be delivered to Purchaser prior to the expiration of the Inspection Period. To the extent that Purchaser does not terminate this Agreement prior to the expiration of the Inspection Periodrequested by Buyer or Buyer’s lender; provided, and to the extent any however, Buyer’s receipt of such estoppel certificates subordination, non-disturbance and attornment agreements shall not have been obtained and delivered to Purchaser prior constitute a condition to Closing, then, at Closing, Seller shall provide a so-called “Seller estoppel” with respect to the Leases and Tenants for which no such estoppel certificate was obtained and the condition precedent calling for delivery of such estoppel certificates shall be deemed satisfied, provided that, Purchaser shall not be obligated to accept such a Seller estoppel with respect to the Leases of the Major Tenants, and to the extent the same have not been obtained and delivered prior to Closing, such condition precedent shall not be deemed to have been satisfied. All Seller estoppels shall be subject to the limitations set forth in Section 7.1(c) above.

Estoppel Certificates and SNDAs. Within three (3) business days following the Date of this Agreement Seller shall use commercially reasonable efforts to prepare and send to each tenant at the Property an estoppel certificate substantially in the form of Exhibit J attached hereto (an “Estoppel Certificate”) and shall use reasonable efforts to receive such Estoppel Certificates for the tenants prior to expiration of the Due Diligence Period. Subject to the two next following sentences, as a condition precedent to Purchaser’s obligation to purchase the Property, Purchaser shall have received by no less than three (3) business days prior to the Closing Date, fully executed estoppel certificates Estoppel Certificates for (a) tenants leasing not alleging any then ongoing default less than 75% of the landlord leased space in the Property which shall include (b) Xxxx-Xxxxxx, Progressive County, Xxxx III Financial, Noble Drilling and WOW Energy (collectively, the “Major Tenants”), not disclosing the existence of any default under the applicable Lease Leases referenced to therein and confirming all material business containing information that is consistent with and confirms (i) the terms and conditions of the Leases, (ii) the information contained in the most recent rent roll for the Property delivered to Purchaser prior to the expiration of the Due Diligence Period, and (iii) the information contained in the most current accounts receivable aging report for the Property delivered to Purchaser prior to the expiration of the Due Diligence Period. If the applicable Leaselease obligates the tenant to deliver an estoppel form inconsistent to the form of the Estoppel Certificate, delivery of a form in conformance with the lease requirements (but still providing items (i) through (iii) above) shall be counted towards the 75% threshold if such estoppel is delivered prior to the expiration of the Due Diligence Period. In the event that there are not executed Estoppel Certificates for 75% of the leased space in the Property, including the Major Tenants, three (3) days prior to the Closing Date, then Seller shall be allowed to extend the Closing Date by up to thirty days to obtain such Estoppel Certificates by providing notice to Purchasers at least five (5) business days prior to the then scheduled Closing Date. Additionally, Seller shall also use reasonable efforts to secure and deliver to Purchaser prior to expiration of the Due Diligence Period a subordination, non-disturbance and attornment agreement (individually, an “SNDA” and collectively”) executed by each of the tenants leasing space in the Property substantially in the form hereinafter approved by Seller (or in the form, if any, required by the applicable lease); provided, however, the “SNDAs”) from Food Lion, CVS, Dollar General, Dunkin Donuts, Bank of Xxxx Burnie, Gunnings and Pro P.T. (collectively, the “Major Tenants”) in the forms attached hereto as Exhibit 7.4(b) and incorporated herein by reference or as may otherwise be required under the applicable Leases of the Major Tenants, the same Seller’s failure to be dated no earlier than forty-five (45) days deliver such signed SNDA’s to Purchaser prior to the Closing Date and Purchaser shall have received (i) estoppel certificates (not alleging any then ongoing constitute a default of under this Agreement nor shall the landlord under the applicable Leases) from Tenants occupying 75% of the balance of the leased area of the Real Property (other than the Major Tenants) in the form attached as Exhibit 7.4(b), and (ii) subordination, non-disturbance and attornment agreements from all such other Tenants of the Real Property (other than the Major Tenants) as required by same be a condition precedent to Purchaser’s intended mortgagee and, obligation to acquire the extent, and only to the extent, called for under the applicable Leases, in the form required by Purchaser’s intended mortgagee or as may otherwise be called for under the applicable Leases. All such executed estoppel certificates and SNDAs shall be delivered to Purchaser prior to the expiration of the Inspection Period. To the extent that Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, and to the extent any of such estoppel certificates shall not have been obtained and delivered to Purchaser prior to Closing, then, at Closing, Seller shall provide a so-called “Seller estoppel” with respect to the Leases and Tenants for which no such estoppel certificate was obtained and the condition precedent calling for delivery of such estoppel certificates shall be deemed satisfied, provided that, Purchaser shall not be obligated to accept such a Seller estoppel with respect to the Leases of the Major Tenants, and to the extent the same have not been obtained and delivered prior to Closing, such condition precedent shall not be deemed to have been satisfied. All Seller estoppels shall be subject to the limitations set forth in Section 7.1(c) aboveProperty.

Estoppel Certificates and SNDAs. Purchaser Prior to the Closing, each Contributor shall have received executed use commercially reasonable efforts to obtain and deliver to the Partnership from the tenant under each Lease of such Contributor’s Property an estoppel certificates (not alleging any then ongoing default of certificate in substantially the landlord under the applicable Lease and confirming all material business terms and conditions in the applicable Lease) and a subordination, non-disturbance and attornment agreement (individually, an “SNDA” and collectively, the “SNDAs”) from Food Lion, CVS, Dollar General, Dunkin Donuts, Bank of Xxxx Burnie, Gunnings and Pro P.T. (collectively, the “Major Tenants”) in the forms form attached hereto as Exhibit 7.4(bN-1, or, if any Lease requires a different form, in the form required by such Lease (without giving effect to any requirement regarding “additional information reasonably required by the lessor” or words of similar import) and incorporated herein by reference or as may otherwise be required under the applicable Leases of the Major Tenantson that form, the same to be all dated no earlier more than forty-five thirty (4530) days prior to the Closing Date and Purchaser unless the Partnership shall have received elected to adjourn the Closing Date pursuant to Section 5.1(b) (each, a “Tenant Estoppel Certificate”); provided, however, that no Contributor shall be required to deliver or obtain an Estoppel Certificate except (i) as necessary to satisfy the 80% requirement (inclusive of Contributor Estoppel Certificates) set forth in Section 5.6(d) and (ii) with respect to the Required Tenants. Additionally, the Third Floor Lease Contributor shall use commercially reasonable efforts to obtain and deliver to the Partnership (i) from each of the Third Floor Lessor and the Third Floor Sublessee estoppel certificates (not alleging any then ongoing default of the landlord under the applicable Leases) from Tenants occupying 75% of the balance of the leased area of the Real Property (other than the Major Tenants) in substantially the form attached hereto as Exhibit 7.4(bN-3 or in any other form required by such subleases dated no more than thirty (30) days prior to the initially scheduled Closing Date without regard to whether the Partnership elects to adjourn the Closing Date pursuant to Section 2.8 or Section 5.1(b) (the “Third Floor Lease Estoppel Certificates”), and (ii) subordination, non-disturbance from the Third Floor Lessor a memorandum of lease in recordable form with respect to the BCF Lease in form and attornment agreements from all such other Tenants substance reasonably satisfactory to the Partnership and the Third Floor Lessor (the “BCF Lease Memorandum”). None of the Real Property (other than Contributors shall be in default for failure to obtain any Tenant Estoppel Certificates, Third Floor Lease Estoppel Certificate or BCF Lease Memorandum and no credit or offset shall be due or payable to the Major Tenants) Partnership on account thereof so long as such Contributors have used commercially reasonable efforts to obtain such certificates as required by Purchaser’s intended mortgagee andherein, but such failure may be a failure of the condition precedent to Closing set forth in Section 5.6(d) or Section 5.6(h) unless such Contributor or Contributors furnish a matching Contributor Estoppel Certificate to the extentextent permitted in Section 5.6(d). In addition to the foregoing, the Contributors shall, at the Partnership’s request and at the Partnership’s expense, cooperate in good faith with the Partnership to request that such tenants under the Leases each execute, acknowledge and deliver a Subordination, Non-Disturbance and Attornment Agreement (the “SNDAs”) in a form reasonably acceptable to the Partnership’s lender, and shall thereafter use commercially reasonable efforts to obtain the SNDAs. The Contributors’ failure to obtain any SNDA shall not be an event of default under this Agreement so long as the Contributors have used commercially reasonable efforts to obtain such SNDAs as required herein. To facilitate a process in which tenants only receive one set of estoppel certificates and SNDAs, the Contributors shall not distribute estoppel certificates or SNDAs to tenants for review and signature until directed to do so by the extentPartnership, called for under and after receipt of such direction by the applicable Leases, in Partnership the form required by Purchaser’s intended mortgagee or as may otherwise be called for under the applicable Leases. All Contributors shall promptly distribute such executed estoppel certificates and SNDAs to tenants which distribution shall not be delivered to Purchaser less than thirty (30) days prior to the expiration of the Inspection Period. To the extent Closing Date, except that Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period, and to the extent any of if after sending out such estoppel certificates and SNDAs to tenants, the Partnership shall adjourn the Closing Date, the Contributors need not have send another set of requests to those tenants. Notwithstanding the previous sentence, unless the Partnership waives a Contributor’s obligation to obtain a particular estoppel certificate and agrees to treat such estoppel as having been obtained and delivered received for purposes of the eighty percent (80%) requirement, if a Contributor has been unable to Purchaser prior to obtain all needed certificates by the sixth (6th) day before a scheduled Closing, theneither the Contributors or the Partnership, in order to do so, may adjourn the Closing Date for up to fifteen (15) days by giving the other party(ies) at Closing, Seller shall provide a so-called “Seller estoppel” with respect to the Leases and Tenants for which no such estoppel certificate was obtained and the condition precedent calling for delivery of such estoppel certificates shall be deemed satisfied, provided that, Purchaser shall not be obligated to accept such a Seller estoppel with respect to the Leases of the Major Tenants, and to the extent the same have not been obtained and delivered prior to Closing, such condition precedent shall not be deemed to have been satisfied. All Seller estoppels shall be subject to the limitations set forth in Section 7.1(cleast five (5) abovedays’ notice thereof.