SHALL DELIVER TO THE GENERAL SERVICES
ADMINISTRATION ("GSA") A REQUEST TO EXECUTE AND DELIVER A STATEMENT OF FACT WITH
RESPECT TO THE TENANT UNDER THE GSA LEASE IN THE FORM AND SUBSTANCE OF THE
STATEMENT OF FACT CUSTOMARILY USED BY THE APPLICABLE REGIONAL GSA OFFICE
("STATEMENT OF FACT").
TO THE EXTENT THAT THE TENANTS UNDER THE LEASES EXECUTE
AND DELIVER TO SELLER SUCH TENANT ESTOPPEL CERTIFICATES (WITH RESPECT TO LEASES
OTHER THAN THE GSA LEASE) AND STATEMENT OF FACT (WITH RESPECT TO THE GSA LEASE),
SELLER SHALL PROMPTLY DELIVER COPIES OF THE SAME (AND AT CLOSING, TO THE EXTENT
DELIVERED BY THE TENANTS, ORIGINALS THEREOF) TO PURCHASER.
NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IT SHALL BE A CONDITION TO
PURCHASER'S OBLIGATION TO CLOSE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
THAT SELLER SHALL HAVE DELIVERED TO PURCHASER, PRIOR TO OR ON DECEMBER 6, 2007
(THE "ESTOPPEL CONDITION DATE"), TENANT ESTOPPEL CERTIFICATES (WITH RESPECT TO
LEASES OTHER THAN THE GSA LEASE) OR STATEMENT OF FACT (WITH RESPECT TO THE GSA
LEASE) EXECUTED BY (A) TENANTS OCCUPYING NOT LESS THAN SEVENTY-FIVE
PERCENT (75%) OF THE RENTABLE SPACE OF THE IMPROVEMENTS THAT IS ACTUALLY LEASED
AS OF THE EFFECTIVE DATE PURSUANT TO VALID AND EXISTING LEASES WHICH DO NOT
EXPIRE WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE CLOSING DATE (WHICH 75% MUST
INCLUDE ALL TENANTS WHOSE PREMISES IS IN EXCESS OF 5,000 RENTABLE SQUARE FEET)
(SUCH CONDITION BEING REFERRED TO HEREIN AS THE "TENANT ESTOPPEL CONDITION").
IN ORDER TO APPLY TOWARDS FULFILLMENT OF THE TENANT ESTOPPEL CONDITION, A
CERTIFICATE MUST (I) BE SUBSTANTIALLY IN THE FORM OF EXHIBIT G (WITH RESPECT TO
LEASES OTHER THAN THE GSA LEASE); PROVIDED, HOWEVER, THAT IN THE EVENT ANY LEASE
PERMITS A TENANT TO PROVIDE AN ESTOPPEL CERTIFICATE ON A SPECIFIED FORM, SHOULD
SAID TENANT EXECUTE THAT FORM OF TENANT ESTOPPEL CERTIFICATE RATHER THAN THE
FORM IN EXHIBIT G, PURCHASER SHALL, SUBJECT TO THE FURTHER TERMS OF THIS
SECTION 7(A), ACCEPT THAT FORM AND THE
4
STATEMENT OF FACT (WITH RESPECT TO THE GSA LEASE) AND (II) NOT CONTAIN ANY
DESCRIPTIONS OF TERMS AND CONDITIONS THAT ARE MATERIALLY INCONSISTENT WITH THE
ACTUAL TERMS AND CONDITIONS OF THE APPLICABLE LEASE OR DISCLOSE ANY OTHER MATTER
THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF THE PROPERTY (EXCEPT A
MONETARY DEFAULT BY INTELLICARE, INC. UNDER ITS LEASE), IT BEING EXPRESSLY
AGREED AND ACKNOWLEDGED BY PURCHASER THAT, (I) A TENANT ESTOPPEL CERTIFICATE
SHALL NOT FAIL TO QUALIFY TOWARDS THE FULFILLMENT OF THE TENANT ESTOPPEL
CONDITION IF THE APPLICABLE TENANT INSERTS OR INCLUDES PHRASES SUCH AS "TO
TENANT'S KNOWLEDGE" OR "IN ALL MATERIAL RESPECTS" OR OTHER SIMILAR KNOWLEDGE OR
MATERIALITY QUALIFICATION TO ANY OF THE STATEMENTS CONTAINED IN SUCH TENANT
ESTOPPEL CERTIFICATE OR DISCLOSES ANY NEW LEASES OR NEW COMMISSION AGREEMENTS
ENTERED INTO IN ACCORDANCE WITH SECTION 11(A) OR ANY NEW LEASE COSTS INCURRED IN
ACCORDANCE WITH SECTION 13(G) OF THIS AGREEMENT, AND (II) IN THE EVENT ANY
TENANT DISCLOSES ON ITS TENANT ESTOPPEL CERTIFICATE