WESTCHASE
TWO COMMUNITY ASSOCIATION, INC. (THE "ASSOCIATION") ON OR BEFORE THE DATE OF
THIS AGREEMENT AN ESTOPPEL CERTIFICATE IN CONNECTION WITH REGENCY CENTER THAT
IDENTIFIES ALL GOVERNING DOCUMENTS FOR THE ASSOCIATION AND STATES THAT (I)
SELLER IS NOT IN DEFAULT UNDER THE AGREEMENT ESTABLISHING MAINTENANCE CHARGES OR
ANY OTHER GOVERNING DOCUMENT FOR THE ASSOCIATION, AND (II) ALL AMOUNTS OWED BY
SELLER TO THE ASSOCIATION HAVE BEEN PAID IN FULL.
SELLER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN SUCH EXECUTED ESTOPPEL FIVE (5) BUSINESS DAYS PRIOR
TO THE CLOSING DATE AND AGREES TO PROVIDE SUCH EXECUTED ESTOPPEL TO PURCHASER
IMMEDIATELY UPON RECEIPT.
(C)
EXTENSION RIGHT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IF SELLER HAS NOT SATISFIED THE TENANT ESTOPPEL
CONDITION ON OR BEFORE 5:00 P.M. ON THE DATE THAT IS ONE (1) BUSINESS DAY PRIOR
TO THE ESTOPPEL CONDITION DATE, THEN SELLER AND PURCHASER SHALL EACH HAVE THE
RIGHT (THE "EXTENSION RIGHT") TO EXTEND BOTH THE ESTOPPEL CONDITION DATE AND THE
CLOSING DATE (AS DEFINED IN SECTION 12 OF THIS AGREEMENT) FOR UP TO TEN (10)
BUSINESS DAYS (FOR EACH OF THE ESTOPPEL CONDITION DATE AND THE CLOSING DATE), BY
PROVIDING WRITTEN NOTICE OF SUCH ELECTION TO THE OTHER ON OR BEFORE 5:00 P.M. ON
THE ESTOPPEL CONDITION DATE IN WHICH EVENT THE ESTOPPEL CONDITION DATE AND THE
CLOSING DATE SHALL BE THE LATEST OF SUCH EXTENDED DATES AS CONTAINED IN SELLER'S
OR PURCHASER'S EXTENSION NOTICE.
(D)
FAILURE OF CONDITION.
IN THE EVENT THAT SELLER IS UNABLE TO
SATISFY THE TENANT ESTOPPEL CONDITION BY THE ESTOPPEL CONDITION DATE, AS SUCH
DATE MAY HAVE BEEN EXTENDED BY SELLER OR PURCHASER PURSUANT TO THIS AGREEMENT,
SELLER SHALL NOT BE IN DEFAULT UNDER THIS AGREEMENT.
HOWEVER, IF THE TENANT
ESTOPPEL CONDITION IS NOT FULFILLED AS OF THE ESTOPPEL CONDITION DATE, AS SUCH
DATE MAY HAVE BEEN EXTENDED BY SELLER OR PURCHASER PURSUANT TO THIS AGREEMENT,
THEN PURCHASER SHALL HAVE THE OPTION (WHICH MUST BE ELECTED BY WRITTEN NOTICE TO
SELLER, AND IF WRITTEN NOTICE IS NOT GIVEN, THEN PURCHASER SHALL BE DEEMED TO
HAVE ELECTED OPTION (A) BELOW) EITHER TO (A) WAIVE THE TENANT ESTOPPEL
CONDITION, OR (B) TERMINATE THIS AGREEMENT, IN WHICH EVENT ALL OF THE EARNEST
MONEY SHALL BE RETURNED TO PURCHASER.
(E)
SNDA.
SELLER AGREES TO COOPERATE WITH PURCHASER TO OBTAIN
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS ("SNDAS") FROM TENANTS
UNDER LEASES
5
SELECTED BY PURCHASER'S LENDER.
PURCHASER SHALL PREPARE ALL SUCH SNDAS AND
DELIVER THEM TO SELLER FOR SUBMISSION TO THE TENANTS.
AS AND WHEN RECEIVED BY
SELLER, SELLER SHALL DELIVER COPIES OF THE EXECUTED SNDAS TO PURCHASER AND
ORIGINALS OF ALL SUCH SNDAS RECEIVED SHALL BE DELIVERED TO PURCHASER AT
CLOSING.
IF THE TRANSACTION CONTEMPLATED HEREIN FAILS TO CLOSE FOR ANY REASON
WHATSOEVER, PURCHASER SHALL RETURN TO SELLER ALL SUCH COPIES OF THE EXECUTED
SNDAS PREVIOUSLY DELIVERED TO PURCHASER.
THE FAILURE TO OBTAIN SNDAS FROM ALL
OR ANY OF THE SELECTED TENANTS SHALL NOT CONSTITUTE A DEFAULT BY SELLER
HEREUNDER OR OTHERWISE ENTITLE PURCHASER TO DELAY