Molina Medicaid Solutions - DHHR

exv10w27Seller BuyerThis Section 3.2 is not intended to limit Seller’s remedies under Sections 6, 18.6 or 18.7.4. Documents to be Delivered to Buyer.- 3 -4.1 Due Diligence Deliveries. Seller has provided Buyer with, and Buyer acknowledges receipt of, copies of the materials and documentsidentified in Exhibit B attached hereto.4.2 Title Report. Seller has also provided to Buyer, and Buyer acknowledges receipt of that certain preliminary title report for the Propertyprepared under Order No. NCS-453433-CC, together with a copy of each document referred to therein (collectively, the “Preliminary TitleReport”).4.3 Property Documents. Buyer shall have the right, at Buyer’s sole cost and expense and with at least one (1) business day prior notice, toreview Seller’s real property transaction files (excluding any privileged or confidential information and excluding any valuation and appraisalinformation), lease files, plans and specification files, and other files relating to the Property and its ownership, operation, management andmaintenance during regular business hours, which files are located in the management office at the Property.4.4 Leases. Seller shall deliver to Buyer copies of the existing leases, license agreements and rental agreements covering any portion of theProperty, any guarantees thereof, and all amendments, modifications and supplements thereto as listed on Exhibit C hereto (each a “Lease” andcollectively, the “Leases”).4.5 Tenant Estoppels.(a) Seller shall deliver to Buyer an estoppel certificate (a “Tenant Estoppel”), in the form of attached Exhibit D or, if the applicable Leaseprovides for a different form of estoppel in the form specified in the applicable Lease, dated no earlier than thirty (30) days prior to Closing, fromas many of the tenants of the Property (the “Tenants”) from whom Seller is able to obtain such Tenant Estoppels through the exercise of Seller’sdiligent, good faith efforts. Seller shall, at least ten (10) days prior to the expiration of the Due Diligence Period and prior to delivery to the Tenantsfor execution, deliver completed forms of Tenant Estoppels to Buyer for Buyer’s review and approval, provided that Seller shall not be obligatedto deliver the form of Tenant Estoppel for any of the following Tenants (collectively, the “Government Tenants”): (A) the State of Californiaacting by and through the Director of the Department of General Services; and (B) the United States of America, Department of Veterans Affairs.Buyer may disapprove a Tenant Estoppel only if (i) it is not in the form of Exhibit D or, if the applicable Lease provides for a different form orcontent of estoppel in the form or content specified in the applicable Lease, the form or content provided by the applicable Lease, or (ii) if theinformation set forth in the Tenant Estoppel is not consistent with the terms set forth in the applicable Lease. If Buyer has not responded as to suchapproval within three (3) business days of receipt of a Tenant Estoppel, Buyer shall be deemed to have approved the Tenant Estoppel in questionfor delivery to Tenant. Seller shall deliver completed Tenant Estoppels to Buyer as they are received by Seller. Notwithstanding the foregoing,Seller shall not be obligated to prepare or seek Tenant Estoppels with respect to the following Leases, as amended and assigned to date:(1) License Agreement, dated November 30, 2000, by and between Pacific Towers Associates and Captivate Network, Inc.; (2) Antenna SiteLicense Agreement, dated as of November 30, 2006, by and between Seller and Direct America Satellite Services; (3) Telecommunications- 4 -License Agreement, dated July 13, 2005, by and between Seller and Rocket Internetworking, Inc.; (4) Telecommunications Access and LicenseAgreement, dated December 21, 2009, by and between Seller and TCG Los Angeles, Inc.; (5) License Agreement, dated December 21, 2000, byand between XO Communications, Inc., and Pacific Towers Associates; and (6) UPS Drop Box Agreement, dated February 2, 2010, by andbetween United Parcel Service, Inc., and Seller.(b) Estoppel Thresholds. Buyer shall have a right to terminate this Agreement upon written notice prior to the Closing Date and receive arefund of the Deposit and all interest thereon as its sole remedy if Seller fails to deliver to Buyer at least three (3) days prior to the Closing Date,Tenant Estoppels from (i) the State of California acting by and through the Director of the Department of General Services, which is the contractingparty under five (5) separate Leases – State Lands Commission (two Leases), California Coastal Commission, and Department of IndustrialRelations (two Leases), confirming that such Leases are in effect, that the Tenant has no default claims against Seller, that the term of the Lease isconsistent with the term reflected in the Lease, and that the base monthly rent payable is consistent with the base monthly rent shown in the Lease,(ii) the United States of America, Department of Veterans Affairs confirming that the Lease is in full force and effect, the date to which the renthttp://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840exv10w27.htm[1/6/2012 11:09:22 AM]