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Contract analysis / snda-transmittal-letter-to-tenants.docx
snda-transmittal-letter-to-tenants.docx
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I. Introduction
Standard
⚑ Commercial term
I. Introduction We are counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Buyer"), with principal offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FREIT." We are writing to you in your capacity as tenant
II. Purpose of This Letter
II. Purpose of This Letter In connection with the consummation of the acquisition described above and the assumption by Fairwater (through the Target Entities) of existing mortgage indebtedness secured by the properties in the Portfolio, the applicable lender for the Property requires the execution and delivery of a Subordination, Non-Disturbance and Attornment Agreement (an "SNDA") by each tenant at such Property wh
III. Description of the Enclosed SNDA
III. Description of the Enclosed SNDA A. Enclosed Documents Enclosed with this letter please find three (3) original counterparts of the Subordination, Non-Disturbance and Attornment Agreement (the "SNDA"), each pre-completed with the applicable lender name, borrower/landlord name, property information, and tenant information relevant to your Lease. Each of the three originals requires your execution and notarization
1. Subordination. The Lease is and shall be subject and subordinate to the lien and securi
1. Subordination. The Lease is and shall be subject and subordinate to the lien and security interest of the mortgage, deed of trust, or deed to secure debt (collectively, the "Mortgage") currently encumbering the Property in favor of the Lender, together with all renewals, modifications, consolidations, replacements, and extensions thereof. This subordination means that, in the event of a conflict between the terms
2. Non-Disturbance. The Lender agrees that, so long as the Tenant is not in default under
2. Non-Disturbance. The Lender agrees that, so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods provided therein, the Tenant's possession, use, and quiet enjoyment of the leased premises shall not be disturbed, diminished, or interfered with by the Lender in the event of any foreclosure, trustee's sale, deed-in-lieu of foreclosure, or any other enforcement action by t
3. Attornment. In the event that the Lender or any third-party purchaser at a foreclosure
3. Attornment. In the event that the Lender or any third-party purchaser at a foreclosure sale, or any other successor-in-interest, acquires title to the Property through a Foreclosure Event (each, a "Successor Landlord"), the Tenant shall attorn to and recognize such Successor Landlord as the landlord under the Lease, and the Lease shall continue in full force and effect as a direct lease between the Tenant and the
IV. Execution Instructions
IV. Execution Instructions We respectfully request that you execute the enclosed SNDA in accordance with the following instructions: A. Number of Counterparts Please execute all three (3) original counterparts of the SNDA. Following execution by the Tenant, all three originals will be forwarded to the Lender for its countersignature. Upon full execution, one (1) fully executed original will be returned to you for you
V. Assurances to the Tenant
V. Assurances to the Tenant We understand that the receipt of this letter and the request to execute the enclosed SNDA may raise questions regarding the effect of the transaction on your Lease and your rights as a tenant. We wish to provide you with the following assurances: A. Continuity of Lease Your existing Lease will remain in full force and effect following the closing of the acquisition transaction. As noted a
VI. Contact Information for Questions
VI. Contact Information for Questions We want to ensure that you have access to the appropriate contacts should you have any questions regarding the enclosed SNDA, the acquisition transaction, or any related matter. A. Buyer's Counsel For questions regarding the SNDA, the terms and conditions thereof, the acquisition transaction, or any legal matter arising in connection with this letter, please contact: Grace Nakamu
VII. Enclosures
VII. Enclosures The following documents are enclosed with this letter:
1. Three (3) original counterparts of the Subordination, Non-Disturbance and Attornment A
1. Three (3) original counterparts of the Subordination, Non-Disturbance and Attornment Agreement (SNDA), pre-completed with the applicable Lender, Borrower/Landlord, and Property information pertaining to the Tenant's Lease; and
2. One (1) self-addressed, prepaid return envelope (via Severin Partners LLC or equivalen
Medium
⚑ Confidentiality undertaking
2. One (1) self-addressed, prepaid return envelope (via Severin Partners LLC or equivalent courier service) for the return of all three (3) executed and notarized original counterparts to Calderwood & Harkness LLP at the address set forth above. We appreciate your prompt attention to this matter and look forward to receiving the executed SNDAs at your earliest convenience. Your cooperation is essential to the timely