Common use of Requirements Clause in Contracts

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord and/or Landlord’s mortgagees and are authorized to do business in the state in which the Building is located and are rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best’s Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”same insurance company shall provide the coverages described in Sections 20.1(a) and DGA20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord’s request, Landlord’s mortgagees, ground lessors (“DGA”)if any) and managers of which Tenant has been informed in writing, shallas additional insureds thereunder, subject to the terms of Section 7.2.3(b), be all as their respective interests may appear; (d) not have a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use deductible amount exceeding a commercially reasonable efforts level, which amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord’s mortgagees and ground lessors shall be primary, and any insurance carried by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing; (f) contain an endorsement that the insurer waives its right to obtain subrogation as described in Section 22 below; (g) intentionally deleted; (h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase occupation or use of the PropertyPremises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (iv) any change in title or ownership of the Premises. Tenant agrees to deliver to Landlord, in no event later than the earlier of (i) the Commencement Date or (ii) the date Tenant takes possession of all or any part of the Premises, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and such matters have Tenant’s compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement policies or certificates to be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior furnished within the time(s) specified herein, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver procure such policies and certificates at Tenant’s expense. Tenant agrees to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) use good faith efforts to notify Landlord in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed writing prior to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser material change or cancellation of the insurance required to be carried by Tenant Estoppel Certificate executed by DGAhereunder.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are authorized to do business in the state in which the Building is located and rated not less than financial class VII, and not less than policyholder rating A- in the most recent version of estoppel certificates Best’s Key Rating Guide; (b) name Tenant as named insured thereunder and, with respect to liability insurance only, shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds there under, all as their respective interests may appear; (c) specifically provide that the “Tenant Estoppel Certificates”) from Encore Glassinsurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, Inc. (“Encore”and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; with respect to the coverage required under Section 20.1(a), Xxxxx Distributing, Inc. contain an endorsement or other provision that the insurer waives its right to subrogation as described in Section 22 below or that Tenant’s waiver in Section 22.1 below does not invalidate such coverage; (“Xxxxx”d) and DGA, Inc. (“DGA”), shall, subject to the terms extent commercially available without a material increase in costs, require the insurer to notify Landlord (and any other additional Insureds) in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancelation or other termination thereof ((provided, that, Tenant shall not be required to change or reject any insurance provide due to such insurer’s refusal to agree to the foregoing, instead, if such provision is not commercially obtainable from Tenant’s insurer, then Tenant covenants to send written notice to Landlord of Section 7.2.3(bany such event within the aforesaid prescribed time frame); (e) contain a cross liability or severability of interest endorsement; and (f) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. To the extent reasonably obtainable, each such policy shall also provide that any loss otherwise payable there under shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a condition precedent forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to Purchaser’s obligation any provision of the mortgage upon the happening of a default thereunder, or (iv) any change in title or ownership of the Premises. Tenant agrees to purchase deliver to Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts placing of the required insurance, but in no event later than the date Tenant is required to obtain such insurance as set forth in Section 20.1 above, certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with the foregoing provisions of this Section 20. Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement policies or certificates to the purchase of the Property, and such matters have not been disclosed be delivered to Purchaser Landlord prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior to furnished within the Closing)time(s) specified herein, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Sellerprocure such policies and certificates at Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAexpense.

Requirements. Receipt (A) All coverages in the Insurance Policies shall be primary and any coverage Purchaser may have in any of estoppel its own insurance policies shall not be considered contributory. (B) Contractor shall: (a) forthwith upon receipt of the Form and upon the renewal of any Insurance Policy, provide to Purchaser certificates of insurance for all Insurance Policies showing Contractor and Purchaser as insured persons where required and showing required waivers of subrogation and coverage set forth in this Schedule A. Such coverage shall include all Contractor’s employees and their equipment and vehicles used at Purchaser’s premises in connection with this Service Order, if any. Either such certificates will show all Contractor Parties as insured persons or Contractor will obtain certificates for the same required insurance from its Contractor Parties (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”including all required hold harmless agreements and waivers of subrogation), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent provide same to Purchaser’s obligation to purchase the Property. Seller The certificates will show that all insurers shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to give Purchaser prior written notice of cancellation of any Insurance Policy. Should Contractor fail to the expiration take out and maintain said Insurance Policies or provide said certificates of the Due Diligence Period (andinsurance as and when required by this Service Order, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore Contractor will indemnify and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to hold harmless Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received any loss suffered or incurred by Purchaser resulting from any shortfall in insurance; and Purchaser shall be deemed acceptable unless entitled, at its discretion, to withhold any payments owing to Contractor until such time as Contractor provides the required certificates of insurance; (b) promptly notify Purchaser objects of any proposed amendment or any pending or actual non-renewal of any of the Insurance Policies which reduces the insurance coverage provided thereunder to the applicable Tenant Estoppel Certificate not later less than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under what has been stipulated in this AgreementSchedule A, and shall only be a failure not agree to any such amendment or non-renewal without first obtaining the approval in writing of a condition Purchaser; (c) ensure that all conditions of the Insurance Policies are complied with at all times; (d) not do or omit to closing for do anything which might impair the cover under the Insurance Policies or prejudice any claim thereunder and as soon as practical, notify Purchaser of any occurrence at Purchaser’s benefit, premises of which it is aware that may give rise to a claim under any Insurance Policy and thereafter keep Purchaser informed of developments concerning the claim; (e) promptly notify Purchaser if the insurer gives notice of cancellation in which event Purchaser’s sole recourse hereunder in the event respect of any such failure shall be, in Purchaser’s sole Insurance Policy; and absolute discretion, to either (if) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in immediately notify Purchaser of any event which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA may result in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAInsurance Policies being cancelled. 2.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) Digene shall own and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, hold and shall only be a failure of a condition have all right, title and interest in and to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct all registrations with respect to each tenant) Product and CMV that have been or will be filed in the form prescribed by the applicable Leasename of Digene. Notwithstanding anything contained Digene, at its sole expense, except as otherwise provided in this Agreement Section 5.1(c)(i) and as provided in Section 19.6(b), shall be responsible for completing and maintaining all documentation, including technical (e.g., the international products master file) and all legal documentation required for regulatory approvals for marketing Products and CMV in the Territory and the CMV Territory, as the case may be. The Parties shall Work With each other to complete such registrations. To the contraryextent a Designated Country requires regulatory documentation necessary to market Products and CMV to be filed in the name of a local Affiliate, Abboxx xxxll promptly notify Digene in writing of Abboxx'x xxxent to seek such registrations and, if Seller is unable Digene does not have or does not seek to obtain the Tenant Estoppel Certificate from DGAcreate such a local Affiliate, Seller then THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Abboxx, xx Abboxx'x xxxe expense, shall be responsible for completing and maintaining all documentations, including technical, and all legal documentation required for regulatory approvals for marketing Products and CMV in such Designated Country. Further, Abboxx xxxll own and hold and shall have the right (but not the obligation) all right, title and interest in and to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate all registrations with respect to DGA Products and CMV that Abboxx xxxd for purposes of satisfying pursuant to the condition under this Section 4.5. In additionimmediately preceding sentence; provided, Seller however, that Abboxx shall be released from not own or have any liability proprietary interest in or to any Confidential Information disclosed by Digene hereunder with respect to such Seller’s Estoppel Certificate upon registrations, unless otherwise agreed in writing by the sooner Parties. The Parties shall Work With each other to occur of (i) ninety (90) days following the Closing Date prepare and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAsubmit all such regulatory filings in such Designated Country.

Requirements. Receipt Prior to starting work on any Alteration other than minor cosmetic work such as painting, wallpapering, or installation of estoppel certificates carpet, Tenant shall furnish Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Landlord agrees to respond to any request by Tenant for approval of Alterations which approval is required hereunder within fifteen (15) Business Days after delivery of Tenant’s written request; Landlord’s response shall be in writing and, if Landlord withholds its consent to any Alterations described in any such Plans, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval (including the Design Problem, if any, which is the basis for such disapproval), and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to timely notify Tenant of Landlord’s approval or disapproval, Tenant shall have the right to provide Landlord with a second written request for approval (a “Tenant Estoppel CertificatesSecond Request”) from Encore Glassthat specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 9(c)(ii) OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, Inc. THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE WORK DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (“Encore”)5) Business Days after receipt by Landlord, Xxxxx Distributingthe Alterations in question shall be deemed approved by Landlord, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shallTenant may, subject to the terms other provisions of Section 7.2.3(b)this Article 9, be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificatesperform such Alterations. If Landlord timely delivers to Tenant notice of Landlord’s disapproval of any plans, Tenant may revise Tenant’s plans to incorporate the Tenant Estoppel Certificates disclose matters changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which are materially adverse Landlord had previously objected in writing. Landlord’s review and approval (or deemed approval) of such revised plans shall be governed by the provisions set forth above in this Section 9(c)(ii). The procedure set out above for approval of Tenant’s plans will also apply to any material change, addition or amendment to Tenant’s plans, which must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the purchase of quality designated by Landlord as the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein minimum standard for the benefit Building. Landlord may designate reasonable rules, regulations and procedures for the performance of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder work in the event of any such failure shall be, in Purchaser’s sole Building and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the DepositProject and, to the extent deposited with Escrowee, reasonably necessary to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement avoid disruption to the contraryoccupants of the Building and the Project, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right to designate the time when Alterations may be performed. Landlord may hire outside consultants to review such documents and information if Landlord reasonably believes such consultants’ review to be necessary and Tenant shall reimburse Landlord for the actual cost thereof (but not the obligationwithout any xxxx-up for administrative costs) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed within 30 days after receipt of an invoice for sums paid by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA Landlord for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAsame.

Requirements. Receipt All insurance provided for in this Master Lease ------------ shall (I) be maintained under valid and enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of estoppel the Premises is located and having general policyholders and financial ratings of not less than "A" and "XII", respectively, in the then current Best's Insurance Report, (II) name Landlord as an additional insured and, for the casualty policy referenced in Section 6.1, as the owner and loss ----------- payable beneficiary, (III) be on an "occurrence" basis, (IV) cover all of Tenant's operations at the applicable Facility or portion of the Premises, (V) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord and (VI) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or either of them, may have by reason of any provision in any policy issued to them, provided such waiver does not thereby invalidate such policy. Satisfactory insurer certificates (evidencing the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) existence of the insurance required by this Master Lease and DGA, Inc. (“DGA”), shall, subject showing the interest of Landlord shall be provided to it prior to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase commencement of the PropertyTerm or, and such matters have not been disclosed to Purchaser for a renewal policy, prior to the expiration date of the Due Diligence Period policy being renewed. If required by Landlord's lender in writing, Tenant shall provide Landlord with a complete copy of the related policy within twenty (and20) days of Landlord's written request therefor. If requested by Landlord, Tenant shall permit representatives of Landlord, upon not less than seventy-two (72) hours notice, to review a complete copy of the applicable insurance policy at the principal business office of Tenant. Provided that Landlord agrees to maintain the confidentiality of the terms thereof, Landlord shall be entitled to copy such portions of the applicable insurance policy as may be reasonably necessary to Landlord as the fee owner of the Premises. Tenant shall maintain the following insurance and any claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in each case, amounts that are not cured less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or satisfied property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Seller prior Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to the Closing)each Facility on any fixtures or equipment which are capable of bursting or exploding, then the applicable Tenant Estoppel Certificate shall in an amount not satisfy the condition less than Five Million Dollars ($5,000,000) for resulting damage to Closing set forth herein property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates above policies shall not be a breach or default by Seller under this Agreementgreater than Fifty Thousand Dollars ($50,000), and Landlord shall only be have the right at any time to require a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any lower such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, amount or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositset higher policy limits, to the extent deposited with Escrowee, to Purchaser commercially available and no party hereto shall have any further obligations in connection herewith except reasonable and customary for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAsimilar properties.

Requirements. Receipt of estoppel certificates Logitech shall have "preferred customer status" during the first four quarter period (the “Tenant Estoppel Certificates”"Initial Period") from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to following the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel CertificatesProduct Launch. If the Tenant Estoppel Certificates disclose matters which are materially adverse Product Launch falls within the first half of a Quarter, such Quarter will be counted as the first such Quarter. If the Product Launch falls in the second half of a Quarter, the next Quarter will be counted as the first such Quarter. Thereafter, except as provided in Section 7.5 ("Notice of Immersion Manufacture"), for so long as (i) Logitech continues to timely pay royalties to Immersion according to the purchase of the Property, and such matters have not been disclosed Intellectual Property License Agreement Section 3 ("Royalties") in an amount equal to Purchaser prior to at least three hundred twenty thousand dollars ($320,000) ("Minimum Annual Revenue Requirement") per four Quarter period (a "Revenue Period") beginning at the expiration of the Due Diligence Period (andInitial Period, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, payable on a quarterly basis as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto Section 8.2.2 (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date "Minimum Annual Revenue Requirement"); and (ii) Logitech is not distributing (directly or through OEMs) any force-feedback Planar Force Feedback Cursor Control Device which is not a Royalty Bearing Product, Immersion agrees to grant Logitech "preferred customer status." Notwithstanding the date foregoing, Logitech may, by written notice given at least thirty (30) days prior to the first day of delivery to Purchaser any given Revenue Period terminate the "preferred customer status" for the upcoming Revenue Period. Upon termination of "preferred customer status" as described herein all of the Tenant Estoppel Certificate executed obligations of Immersion and Logitech, and any provisions in this Agreement, which are contingent upon "preferred customer status" shall be null and void and of no further force or effect upon expiration of the then current four Quarter period. If Logitech does not send a termination notice as permitted herein, the "preferred customer status" will continue for the duration of the upcoming Revenue Period, except as otherwise provided herein. If Immersion does not receive a termination notice from Logitech as provided herein, Immersion will send a notice to Logitech, confirming that no termination notice has been received, within thirty (30) days after the subject Revenue Period commences; however a failure by DGAImmersion to send such notice will not be a material breach and will in no way change Logitech's "preferred customer status."

Requirements. Receipt of estoppel certificates (If Tenant desires at any time to Transfer this Lease, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the PropertyPremises or any portion thereof, and such matters have not been disclosed to Purchaser Transfer requires Landlord’s prior to consent hereunder, Tenant shall give Landlord written notice of such desire, which notice shall contain: (1) the expiration name and address of the Due Diligence Period (andproposed Transferee and its form of organization, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure the nature of Seller to deliver the proposed business, (3) the material terms and conditions of the proposed Transfer (including, without limitation, the financial terms of such proposed assignment or sublease), (4) financial statements for the three (3) most recently completed fiscal years of the proposed Transferee and such other financial information as Landlord shall reasonably request (or if the proposed assignee or sublessee has not been extant for at least three (3) years, such financial statements as are available), (5) an executed estoppel certificate from Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreementin the manner provided for in Section 21 below, and shall only be a failure (6) such other information, financial or otherwise, as Landlord may request concerning the proposed Transferee. At any time within thirty (30) days after Xxxxxxxx’s receipt of a condition the information specified in subsection (a) above, Landlord may by written notice to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, Tenant elect to either (i) waive accept the requirement regarding Transfer of the Tenant Estoppel Certificates and proceed Premises or the portion thereof as shall be specified in said notice upon the same terms as those offered to the Closingproposed Transferee, as the case may be; or (ii) terminate reject the proposed Transfer, and Tenant shall remain in possession under the terms of this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations)Lease. Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which If Landlord does not materially vary from accept or reject the representations made in the form of Tenant Estoppel Certificate Transfer set forth in Exhibit K-1 attached hereto this Section 17.3 within said thirty (as modified to make 30) day period, then the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Leaseproposed Transfer shall be deemed disapproved. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (but not absolute right, in its sole discretion, to refuse consent to any such Transfer if, at the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Sellertime of either Xxxxxx’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser notice of the proposed Transfer or the proposed commencement date thereof there shall exist any uncured default of Tenant Estoppel Certificate executed by DGAor matter which will become a default of Tenant with the passage of time unless cured.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject Any Alteration to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser Premises shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaserat Tenant’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole cost and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller mayexpense, in compliance with all applicable Laws and codes (including the International Building Code and code work applicable to the Base Building Work), and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Project or any part thereof, and in accordance with plans and specifications approved in, writing by Landlord, and shall be constructed and installed by a contractor approved in writing by Landlord, which approval shall not be unreasonably withheld. In connection with any Alteration, Tenant shall deliver plans and specifications therefor to Landlord. As a further condition to giving consent, with respect to any project with an anticipated cost in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other required approvals, permits or licenses must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its obligations hereunderreasonable costs (including, deliver without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction, and shall pay a logistical coordination fee to Landlord in an amount equal to five percent (5%) of the total costs of any Alterations upon completion of the same (except that such fee shall not be applicable to the Tenant Estoppel Certificates Improvements made by Tenant in order to Encoreprepare the Premises for initial occupancy by Tenant). Tenant shall maintain during the course of construction, Xxxxx at its sole cost and DGA expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractors procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability policy of insurance, including bodily injury and property damage liability, naming Landlord, Tenant, any form which does not materially vary from property manager designated by Landlord and Landlord’s lenders as additional insureds. The minimum limit of coverage of the representations made aforesaid policy shall be in the form amount of Tenant Estoppel Certificate not less than Three Million Dollars ($3,000,000.00) each occurrence not less than Three Million Dollars ($3,000,000.00) in the aggregate. Such policy shall contain a severability of interest clause or a cross liability endorsement. Such policies of insurance shall be issued as primary policies and not contributing with or in excess of coverage that Landlord may carry, by an insurance company authorized to do business in the state in which the Premises are located for the issuance of such type of insurance coverage and rated A-:VIII or better in Best’s Key Rating Guide. Such requirements are in addition to Tenant’s insurance obligations set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAArticle 14 below.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”same insurance company shall provide the coverages described in Sections 20.1(a) and DGA20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord's request, Landlord's mortgagees and ground lessors of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (“DGA”d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord's mortgagees and ground lessors shall be primary, shalland any insurance carried by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker's compensation insurance, subject contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; and (g) contain an undertaking by the terms insurer to notify Landlord (and the mortgagees and ground lessors of Section 7.2.3(b)Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any material change, be a condition precedent reduction in coverage, cancellation or other termination thereof. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (10) days after the date Tenant takes possession of all or any part of the Premises, certificates from the insurance company evidencing the existence of such insurance and such matters have Tenant's compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement certificates to be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied by Seller prior to furnished within the Closing)time(s) specified herein, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or in default by Seller under this AgreementLease, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, procure such policies and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the PropertyCompany receives, and such matters have not been disclosed to Purchaser on or prior to the expiration Final Remarketing Date, a written request from BAS or the Purchaser for the exchange of the Due Diligence Period Notes for Remarketed Notes pursuant to this Section, the Company shall exchange all (andbut not less than all) of the outstanding Notes (including any Notes to be retained by the Purchaser, BAS or any of their Rule 501(b) Affiliates) for new notes having identical terms (except as provided in each case, the Pricing Notice and clause (ii) below) in an equal aggregate principal amount (the "Remarketed Notes"). Such written request (the "Exchange Notice") shall state the date on which the Remarketed Notes are not cured or satisfied by Seller prior requested to be issued (the Closing"Exchange Date"), then the applicable Tenant Estoppel Certificate which date shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later less than two (2) three Business Days following actual receipt thereofthe date on which the Exchange Notice is delivered. The failure of Seller to On the second Business Day following the date on which the Exchange Notice is given (the "Pricing Date"), the Company shall deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the ClosingPurchaser a Purchase Agreement in substantially the form of Exhibit H hereto (the "Purchase Agreement"), or executed by the Company and each Guarantor in respect of the purchase by the Purchaser of Remarketed Notes in consideration of the exchange of the Notes. On the Pricing Date, BAS shall deliver to the Company a written notice (the "Pricing Notice") which shall state: (x) the interest rate, maturity, no-call period, redemption premium and payment dates of the Remarketed Notes (in each case determined in accordance with the provisions of clause (ii) terminate this Agreement by written notice delivered below) and (y) the principal amount of any Additional Remarketed Notes to Seller be issued pursuant to clause (iv) below. On the Exchange Date the Company shall: (I) enter into an indenture (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in substantially the form attached hereto as Exhibit K-2A, executed by Seller, and in with such event, Seller shall changes as may be deemed necessary to have delivered provide for the Tenant Estoppel Certificate with respect terms of the Remarketed Notes determined pursuant to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and clause (ii) below)) pursuant to which the date Remarketed Notes will be issued and authenticated (the "Exchange Indenture"), which shall have been duly executed by the trustee thereunder (the "Trustee") and to whom irrevocable instructions shall have been given to authenticate the Remarketed Notes necessary for such exchange; (II) execute and deliver to the Holders, and cause the Trustee to authenticate, the Remarketed Notes in an amount equal to (x) the aggregate principal amount of delivery Notes then outstanding, plus (y) the principal amount, if any, of Additional Remarketed Notes specified in the notice referred to Purchaser above; (III) execute and deliver to BAS a Remarketed Notes Registration Rights Agreement among BAS, the Company and the Guarantors in substantially the form of Exhibit E attached hereto; (IV) pay in cash any or all accrued and unpaid interest on the Notes; and (V) pay to BAS in immediately available funds (or by such other means as provided in the Fee Letter) the placement fees provided under the second or third paragraph, as the case may be, of Section 2 of the Tenant Estoppel Certificate executed Fee Letter, in the amount calculated by DGABAS as provided in the Fee Letter and notified to the Company.

Requirements. Receipt of estoppel certificates (Except as noted herein, Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, are the prior written consent of Landlord which consent will not cured or satisfied be unreasonably withheld. Notwithstanding the above, Tenant shall be limited to subleasing any part of the Premises to no more than four (4) subtenants at any one point in time. Tenant may enter into an “occupancy license” arrangement with respect to up to twenty percent (20%) of the floor area of the Premises to entities in a business relationship with Tenant (“Business Partners”) under a License Agreement, so long as the area of the Premises occupied by Seller prior to a Business Partner is not separately demised from the Closing)balance of the Premises, then the applicable and so long as Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaserprovides Landlord with a written notice identifying such Business Partner, including its legal notice address. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser Such a Business Partner shall be deemed acceptable unless Purchaser objects to be an approved subtenant under the provisions of this Paragraph 18 upon Tenant obtaining Landlord’s written consent, which shall be executed by Tenant, Business Partner and Landlord. Notwithstanding anything to the applicable contrary, in no event shall said Business Partners exceed a total of four (4) such parties at any point in time. Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not sublet the Premises without Landlord’s prior written consent, which consent shall not unreasonably be withheld. Tenant’s failure to obtain Landlord’s prior written consent before entering into any assignment, transfer and/or subletting shall be considered a breach or default by Seller under this AgreementLease and Landlord shall retain all of its rights under the Lease, and shall only be a failure of a condition including the right to closing for Purchaser’s benefitelect, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent to any assignment, transfer, or subletting, Landlord shall require: (i) waive the requirement regarding sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases (however, in the event Tenant Estoppel Certificates and proceed is unable to the Closingreasonably obtain a market sublease rent, or Landlord will reasonably consider consenting to a below market sublease rent); (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from the assignees, transferees, or subtenants in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 21 (“Bankruptcy and Default); provided, however, that before payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of (x) the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant, and (y) only during the original Lease Term (i.e., fifteen (15) years, six (6) months and sixteen (16) days), Tenant’s direct out of pocket costs for the respective subtenant’s interior improvements to the sublet premises specifically made for said subtenant. Tenant shall, by twenty (20) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord shall advise Tenant as modified to make whether it consents to the statements contained therein factually correct proposed assignment or transfer or whether it has elected to withhold its consent in accordance with this Paragraph 18. During the Extended Lease Term, if any, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises to be sublet as described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate; provided, however, that if the proposed assignment or transfer is equal to or greater than fifty percent (50%) of the total square footage of the Leased Premises, and (x) if the sublease term dates as specified in Tenant’s notice is during the initial Term of this Lease, then Landlord shall not have the option to terminate this Lease or (y) if the sublease term dates as specified in Tenant’s notice is during any extended Term of this Lease, then Landlord shall have the right, at its sole option, to terminate this Lease. Tenant shall provide Landlord Initial: DWD/JA with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If this Lease shall terminate pursuant to the foregoing with respect to each tenant) less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the form prescribed by whole or any part of the applicable LeasePremises, without also having obtained the prior written consent of Landlord. Notwithstanding anything contained the above, in this Agreement no event shall Landlord consent to the contrarya sub-sublease. A consent of Landlord to one assignment, if Seller is unable to obtain the transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Sellerany of Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall obligations hereunder or be deemed to have delivered be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the Tenant Estoppel Certificate with respect option of Landlord exercised by written notice to DGA for purposes of satisfying the condition Tenant, terminate this Lease. The leasehold estate under this Section 4.5Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. In additionAs a condition to its consent, Seller Landlord shall be released from require Tenant to pay all expenses in connection with any liability with respect and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such SellerLandlord’s Estoppel Certificate upon fees for the sooner to occur of (i) ninety (90) days following the Closing Date processing and (ii) the date of delivery to Purchaser administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant Estoppel Certificate executed by DGAto remain liable to Landlord under the Lease.

Requirements. Receipt they are unable to read due to blindness/illiteracy through no fault of estoppel certificates their own are unable to have any understanding of the purport of a particular document.164 Incorporation by Notice: Unsigned Document: Examples of written contractual documents not signed by the contracting parties: tickets for transport fares car park tickets tickets for entry to performance, amusement park etc brochure given to bidders at auctions describing the lots to be auctioned Quotations given by tradespersons may only be signed by one of the contracting parties. Often the written will contain terms which include a clause that excludes one party from liability should harm, injury or loss occur in the course of the contractual agreement. As both parties have not signed the written document, the rule in L’Estrange v F Graucob Ltd (160) will NOT applied.165 If the “Tenant Estoppel Certificates”) from Encore Glassterms are to form part of the agreement, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject there must be other evidence that the parties have assented to the terms. Reasonable Steps Taken By Defendant By taking the document without objecting to or discussing the terms, the plaintiff can be regarded as having assented to them, and will be regarded as having been bound by them.166 If the document is NOT one that a reasonable person would regard as contractual, and NO extra steps have been taken by the defendant to advise that the document contains contractual terms, the plaintiff would not ordinarily be bound by the written terms. Where the defendant wants to show that the plaintiff is bound by the terms, the onus is on the defendant to demonstrate that the document was not delivered to the plaintiff merely as a voucher or receipt, but as a contractual document. There may be some circumstances in which the plaintiff will NOT be bound by its terms even if the document is ordinarily regarded as contractual: If Notice on ticket directing passenger to conditions on the back is illegible If document is folded so as to indicate it does not contain contractual terms If ticket sets out only the place of Section 7.2.3(b)departure and destination on the front, and the terms are printed on the other side. If a document contains a term unusual for that kind of contract, or is particularly harsh, the mere handing over of the ticket, although accepted as being a contractual document, may not be sufficient to bring notice of that particular term to the plaintiff’s attention.167 Test Test of fact as to whether the defendant took reasonable steps to draw the written terms to the attention of the plaintiff. Reasonable Man Test to determine whether the plaintiff will be bound by the terms. Effect of Reasonable Person Not Being Able to Read or Understand Terms: The defendant must do what is sufficient to inform people in general that the ticket contains conditions. If this is done, a condition precedent to Purchaser’s obligation to purchase person cannot argue that s/he is not bound by the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificatesterms on account of his/her ‘exceptional ignorance or stupidity or carelessness’. If the Tenant Estoppel Certificates disclose matters which are materially adverse particular disability preventing a person from reading or understanding the term is expressly brought to the purchase defendant’s attention, it is possible that the outcome will be different. Reasonable Steps Taken Before or Upon Contract Formation: Once the contract has been formed it is too late for fresh terms to be introduced.168 Incorporation by Notice: Signs Notices or signs can display terms later relied upon by one of the Propertyparties: Sign at entrance to skating rink – informing of own risk Sign at luggage counter - removing liability for loss of goods deposited to an amount more than a specified sum Sign at motel counter – removing responsibility for stolen goods The crux of the matter is whether, and such matters have not been disclosed to Purchaser prior in the circumstances of the case, the plaintiff can be regarded as having assented to the expiration terms. If the plaintiff was aware of the Due Diligence Period (andterm, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any it will form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser part of the Tenant Estoppel Certificate executed by DGA.contract regardless of the nature of the sign. Difficulties arise if plaintiff denies observing the sign at the time of contract formation. Test

Requirements. Receipt All alterations shall be constructed in strict compliance with applicable state law provisions, and if applicable, with approved Construction Plans and with all additional requirements propounded by Landlord at the time Landlord approves the Construction Plans. Tenant’s indemnity of estoppel certificates Landlord as set forth in the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s agents or anyone employed by any of them (including the Contractors, as defined in Exhibit “Tenant Estoppel CertificatesB”) from Encore Glassarising out of the construction of any alterations. Such indemnity by Tenant, Inc. (“Encore”)as set forth in the Lease, Xxxxx Distributingshall also apply with respect to any and all costs, Inc. (“Xxxxx”) losses, damages, injuries and DGAliabilities related in any way to Landlord’s performance of any ministerial acts reasonably necessary to permit Tenant to complete any tenant improvements, Inc. (“DGA”), shall, subject and to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts enable Tenant to obtain any building permit or certificates for the Premises. All of Tenant’s agents, contractors, subcontractors, engineers and the like shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry commercial general liability coverage and property damage insurance, all with limits, in form and with companies as are required to be carried by Tenant Estoppel Certificatesas set forth in the Lease, and the policies therefor shall insure Landlord and Tenant, as their interests may appear. If Tenant shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase construction of the Propertyany Material Alterations, and such matters have other insurance as Landlord may reasonably require at the time Landlord approves the Construction Plans. Tenant shall be responsible for assuring that all alterations are completed in a lien-free manner. Tenant agrees to give Landlord written notice not been disclosed to Purchaser prior to the expiration less than ten (10) days in advance of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event commencement of any such failure shall beconstruction, alteration, addition, improvement, installation or repair costing in Purchaser’s sole and absolute discretion, to either excess of Twenty-five Thousand Dollars (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”$25,000.00) in order that Landlord may post appropriate notices of Landlord’s non-responsibility. Promptly after the form attached hereto as Exhibit K-2tenant improvements are completed, executed by Seller, and in such event, Seller Tenant shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes file an appropriate Notice of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGACompletion.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A- in the most recent version of estoppel certificates Best's Key Rating Guide; (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and name Landlord and, at Landlord's request, Landlord's mortgagees and ground lessors of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) not have a deductible amount exceeding Twenty-five Thousand Dollars ($25,000.00); (e) specifically provide that the “insurance afforded by such policy for the benefit of Landlord and Landlord's mortgagees and ground lessors shall be primary, and any insurance carried by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker's compensation insurance, contain an endorsement that the insurer waives its right to subrogation as described in Paragraph 24 below; and (g) contain an undertaking by the insurer to notify Landlord (and the mortgagees and ground lessors of Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any cancellation thereof. Tenant Estoppel Certificates”) from Encore Glassagrees to deliver to Landlord, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to as soon as practicable after the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (10) days after the date Tenant takes possession of all or any part of the Premises, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and such matters have not been disclosed Tenant's compliance with the foregoing provisions of this Paragraph 22). Tenant shall cause replacement policies or certificates to Purchaser be delivered to Landlord prior to the expiration of any such policy or policies, or within five (5) business days following the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event expiration of any such failure shall bepolicy or policies if not available until then. If any such initial or replacement policies or certificates are not furnished within the time(s) specified herein, in Purchaser’s sole and absolute discretionTenant, subject to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the ClosingSubparagraph 22.3, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositbelow, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered self-insured for same. If Tenant does not furnish the required policy(ies) and does not satisfy the requirements imposed by Subparagraph 22.3, Tenant Estoppel Certificate with respect shall be deemed to DGA for purposes of satisfying the condition be in material default under this Section 4.5. In additionLease, Seller and Landlord shall be released from any liability with respect have the right, but not the obligation, to procure such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date policies and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt All insurance required under this Article 9 shall be issued by such good and reputable insurance companies licensed and authorized to do and doing business in California and having a rating of estoppel certificates not less than “A-X” as rated in the most current copy of Best’s Insurance report in the form customary to the locality. However, Lessor acknowledges that Lessee’s insurance coverage is a combination of self-insurance with excess insurance coverage. To the extent applicable given that Lessee’s insurance is a combination of self- insurance and excess insurance coverage, all such Lessee insurance shall include (the “Tenant Estoppel Certificates”i) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, an endorsement expressly providing that such policies shall not be cancelable or subject to the terms reduction of Section 7.2.3(b), coverage or otherwise be a condition precedent subject to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse modification except after thirty (30) days’ prior written notice (or after ten (10) days’ prior written notice for non- payment of premiums) to the purchase parties named as insured in this Article 9, (ii) an endorsement providing that Lessor, its successors, assigns, and nominees holding any interest in the Premises, including without limitation any ground lessor, the holder of any mortgage, or any property manager, the list of additional insureds shall be presented prior to Lease execution, shall be named as additional insureds under each such policy of insurance maintained by Lessee pursuant to this Lease, (iii) an endorsement providing that such insurance as is afforded under Lessee’s policy is primary as respects Lessor and that any other insurance maintained by Lessor is excess and non-contributing with other insurance required under this Article 9, (iv) an endorsement deleting any employee exclusion on personal injury covered, (v) an endorsement including employees as additional insureds, and (vi) an endorsement deleting any liquor liability exclusion. Lessor acknowledges and is informed that Lessee shall be self-insured for the first One Million Five Hundred Thousand Dollars ($1,500,000.00) of General Liability coverage. All such insurance shall provide for severability of interests; shall provide that an act or omission of any insured shall not reduce or avoid coverage to any of the Propertyother insureds; and shall afford coverage for all claims based on acts, omissions injury and such matters have damage which claims occurred or arose (or the onset of which occurred or arose) in full or in part during the policy period. Expiration of Lessee’s policy shall not been disclosed limit recovery thereunder; “claims made” insurance policies are not acceptable to Purchaser satisfy Lessee’s insurance requirements under this Article 9. Lessee shall furnish to Lessor, upon the Commencement Date and thereafter at least ten (10) business days prior to the expiration of each such policy, a Certificate of Insurance and endorsement(s) affording evidence of the Due Diligence Period (andabove insurance requirements issued by the insurance carrier of each policy of insurance carried by Lessee pursuant hereto. If Lessee shall fail to procure any required insurance, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach such policies or default by Seller under this Agreementcertificates to Lessor as herein provided, Lessor may, at Lessor’s option and shall only be a failure of a condition in addition to closing for PurchaserLessor’s benefit, in which event Purchaser’s sole recourse hereunder other remedies in the event of a default by Lessee under this Lease, after ten (10) business days’ notice, procure the same for the account of Lessee, and the cost thereof shall be paid to Lessor as Rent. In addition, if at any such failure shall betime during the Term of this Lease the amount or coverage of insurance which Lessee is required to carry under this Item 9 is, in PurchaserLessor’s sole and absolute discretionreasonable judgment, to either (i) waive materially less than the requirement regarding the Tenant Estoppel Certificates and proceed to the Closingamount or type of insurance coverage typically carried by lessees of Comparable Buildings, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Lessor shall have the right (but not to require Lessee to increase the obligation) to deliver to Purchaser on amount or change the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes types of satisfying the condition insurance coverage required under this Section 4.5Article 9. In additionAt Lessor’s request, Seller Lessee shall be released from any liability with respect submit annually to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser Lessor a copy of the Tenant Estoppel Certificate executed by DGAinsurance limits then in effect. Lessee shall not be required to obtain earthquake insurance coverage as part of the terms and conditions of this Lease.

Requirements. Receipt All insurance policies required hereunder will: (i) require 30 days’ prior written notice to Lessor of estoppel certificates cancellation, non-renewal or material change in coverage (the “Tenant Estoppel Certificates”) from Encore Glassany such cancellation, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured non-renewal or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxxchange, as applicable, Seller not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for non-payment of premium, only 10 days’ prior written notice shall submit be required and in the case of cancellation of the coverages described under Section 14.a.(iv), notice as established under the applicable Tenant Estoppel Certificate to Purchaser endorsements; (ii) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage; (iii) not require contributions from other policies held by the Additional Insureds; (iv) waive any right of subrogation against the Additional Insureds; (v) in respect of any liability of any of the Additional Insureds, except for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder insurers’ salvage rights in the event of any a loss or damage, waive the right of such failure shall be, in Purchaser’s sole and absolute discretioninsurers to setoff, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed counterclaim or to the Closingany other deduction, whether by attachment or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositotherwise, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have of any further obligations in connection herewith except for monies due the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto Additional Insureds under such policies; (as modified to make the statements contained therein factually correct with respect to each tenantvi) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (permit but not require that any of the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall Additional Insureds pay or be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA liable for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability premiums with respect to such Seller’s Estoppel Certificate upon insurance covered thereby; (vii) provide for coverage in all areas in which the sooner Aircraft is permitted to occur fly under the terms hereof; (viii) provide that all of (i) ninety (90) days following the Closing Date provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (iiix) the date contain breach of delivery to Purchaser warranty provisions providing that, in respect of the Tenant Estoppel Certificate executed interests of the Additional Insureds in such policies, the insurance will not be invalidated by DGAany action or inaction of Lessee or any other person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee or by any other person (other than an Additional Insured, as to itself only). As used herein, the term “Additional Insureds” means “KeyCorp and its subsidiaries and affiliated companies including KeyEquipment Finance Inc., and their respective successors and/or assigns.”

Requirements. Receipt All insurance required under this Article 9 shall be issued by such good and reputable insurance companies qualified to do and doing business in California and having a rating of estoppel certificates not less than “A-X” as rated in the most current copy of Best’s Insurance report in the form customary to the locality. All such Lessee insurance shall include (the “Tenant Estoppel Certificates”i) from Encore Glassan endorsement, Inc. (“Encore”)if available, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, expressly providing that such policies shall not be cancelable or subject to the terms reduction of Section 7.2.3(b), coverage or otherwise be a condition precedent subject to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse modification except after thirty (30) days’ prior written notice to the purchase parties named as insured in this Article 9, (ii) an endorsement for the commercial general liability policy providing that Lessor, its successors, assigns, and nominees holding any interest in the Premises, including without limitation any ground lessor and the holder of any mortgage, shall be named as additional insureds under each such policy of insurance maintained by Lessee pursuant to this Lease, (iii)an endorsement providing that such insurance as is afforded under Lessee’s policy is primary as respects Lessor and that any other insurance maintained by Lessor is excess and non-contributing with other insurance required under this Article 9, (iv) an endorsement deleting any employee exclusion on personal injury covered, (v) an endorsement including employees as insureds or additional insureds, (vi) an endorsement deleting any liquor liability exclusion and (vii) an endorsement providing for coverage of employer’s automobile liability. Deductible amounts under all insurance policies required to be carried by Lessee under this Lease shall not exceed $10,000 per occurrence. All such insurance shall provide for severability of interests; shall provide that an act or omission of any insured shall not reduce or avoid coverage to any of the Propertyother insureds; and shall afford coverage for all claims based on acts, omissions injury and such matters have damage which claims occurred or arose (or the onset of which occurred or arose) in full or in part during the policy period. Expiration of Lessee’s policy shall not been disclosed limit recovery thereunder; “claims made” insurance policies are not acceptable to Purchaser satisfy Lessee’s insurance requirements under this Article 9. Lessee shall furnish to Lessor, upon the Commencement Date and thereafter at least ten (10) business days prior to the expiration of each such policy, a Certificate of insurance and endorsement(s) affording evidence of the Due Diligence Period (andabove insurance requirements issued by the insurance carrier of each policy of insurance carried by Lessee pursuant hereto. If Lessee shall fail to procure any required insurance, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach such endorsements or default by Seller under this Agreementcertificates to Lessor as herein provided, Lessor may, at Lessor’s option and shall only be a failure of a condition in addition to closing for PurchaserLessor’s benefit, in which event Purchaser’s sole recourse hereunder other remedies in the event of a default by Lessee under this Lease, after ten (10) business days notice, procure the same for the account of Lessee, and the cost thereof shall be paid to Lessor as Rent. In addition, if at any such failure shall betime during the Lease Term the amount or coverage of insurance which Lessee is required to carry under this Article 9 is, in PurchaserLessor’s sole and absolute discretionreasonable judgment, to either (i) waive materially less than the requirement regarding the Tenant Estoppel Certificates and proceed to the Closingamount or type of insurance coverage typically carried by lessees of Comparable Buildings, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Lessor shall have the right (but not to require Lessee to increase the obligation) to deliver to Purchaser on amount or change the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes types of satisfying the condition insurance coverage required under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAArticle 9.

Requirements. Receipt Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof which would require a building permit without the prior written consent of estoppel certificates Landlord, which shall not be unreasonably withheld, conditioned or delayed. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant's sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord. If Tenant elects to have any alterations, additions or improvements made by Landlord for Tenant's account, Tenant shall reimburse Landlord for the cost thereof within twenty (20) days after receipt of a statement, setting forth the “actual cost of such alterations, additions or improvements. Tenant Estoppel Certificates”shall reimburse Landlord for Landlord's reasonable out-of-pocket costs (including reasonable fees of Landlord's architectural and engineering consultants) from Encore Glassfor review of such alterations, Inc. (“Encore”)additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Xxxxx DistributingTenant shall remove any or all alterations, Inc. (“Xxxxx”) additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and DGA, Inc. (“DGA”), shallTenant shall repair and restore the Premises to their original condition, subject to the terms ordinary wear and tear. Such removal, repair and restoration work shall be done promptly and with all due diligence at Tenant's sole cost and expense. The provisions of this Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller 12 shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse not apply to the purchase initial Tenant Improvements described in EXHIBIT C to this Lease, or to any installation or removal of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder equipment in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no Premises for third party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made clients in the form course of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto Tenant's business (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contraryhowever, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Section 13.1 and Section 13.2 shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAremain applicable).

Requirements. Receipt Landlord’s review and approval of estoppel certificates any plans and specifications or consent to the performance of work described therein (if such consent is required hereunder) shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable Legal Requirements and requirements of the “Tenant Estoppel Certificates”) from Encore Glass, Inc. insurers of the Building (“EncoreInsurance Requirements”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be deemed a breach or default by Seller waiver of Tenant’s obligations under this Agreement, Lease with respect to Legal Requirements and Insurance Requirements and shall only not impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance with Legal Requirements or Insurance Requirements of such plans, specifications and work. Tenant agrees to permit Landlord to post notices of non-responsibility within the Premises. Upon completion of any material improvements, Tenant shall provide Landlord with final release of lien forms executed by all major contractors, subcontractors, laborers and materials suppliers. If, notwithstanding the foregoing, any mechanic’s or materialmen’s lien is filed against the Premises, the Building, the Project and/or the Land, for work claimed to have been done for, or materials claimed to have been furnished to, the Premises on Tenant’s account, such lien shall be a failure discharged by Tenant within thirty (30) days after Tenant has notice thereof, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a condition surety bond in form legally sufficient to closing for Purchaserdischarge the lien. If Tenant shall fail to discharge any such mechanic’s benefitor materialmen’s lien, Landlord may, at its option, discharge such lien and treat the out-of-pocket cost thereof (including reasonable attorneys’ fees incurred in which event Purchaser’s sole recourse hereunder connection therewith) as Additional Rent payable with the next monthly installment of Base Rent falling due. It is understood and agreed that any improvements to the Premises shall be conducted on behalf of Tenant and that Tenant shall be fully responsible therefor. It is further agreed that if Landlord gives its written consent to the making of any improvements to the Premises, such written consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the event Premises, the Building or the Land to any mechanic’s, materialmen’s or other liens that may be filed in connection therewith. Upon completion of any such failure improvements by Tenant for which consent is required hereunder, Tenant shall beprovide Landlord with as-built architectural plans showing the work including electrical, in Purchaser’s sole plumbing and absolute discretionmechanical systems. Notwithstanding the foregoing, to either no improvements of any kind shall be made that would (i) waive decrease the requirement regarding size of the Tenant Estoppel Certificates and proceed Premises or any part thereof, (ii) materially diminish the value of the Project, (iii) give or purport to give to any third party any easement or right of way, or license to the ClosingPremises or Property except as otherwise described in Section 11.2 or otherwise in this Lease, or (iiiv) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return interfere with the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form business operations of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) Landlord or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser another tenant or occupant of the Tenant Estoppel Certificate executed by DGABuilding.

Requirements. Receipt Except for any nonstructural interior alteration which costs Fifteen Thousand Dollars ($15,000) or less and which does not affect the Building systems. Tenant shall not make or suffer to be made any alterations, additions, or improvements in, on, or to the Premises or any part thereof without the prior written consent of estoppel certificates Landlord which consent shall not be unreasonably withheld. Any such alterations, additions, or improvements in, on, or to said Premises, except for Tenant's movable furniture and equipment, shall immediately become Landlord's property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant's sole cost and expense, in accordance with plans and specifications reasonably approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord which approval shall not be unreasonably withheld. If the alterations, additions or improvements shall be made by Landlord for Tenant's account, Tenant shall reimburse Landlord for the cost thereof within twenty (20) days after receipt of a statement, setting forth the “actual cost of such alterations, additions or improvements. In the event Landlord is required to supervise such alterations, additions or improvements, Tenant Estoppel Certificates”shall pay Landlord an administrative charge of ten percent (10%) from Encore Glassof the actual cost of such alterations, Inc. (“Encore”)additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Xxxxx DistributingTenant shall remove any or all alterations, Inc. (“Xxxxx”) additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed unless Landlord had previously consented to allow such to remain, and DGA, Inc. (“DGA”), shallTenant shall repair and restore the Premises to their original condition, subject to the terms ordinary wear and tear. Such removal, repair and restoration work shall be done promptly and with all due diligence at Tenant's sole cost and expense. The provisions of this Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller 12 shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse not apply to the purchase of the Property, and such matters have not been disclosed initial Tenant Improvements described in EXHIBIT C to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.

Requirements. Receipt All policies of estoppel certificates (insurance required in this Lease and maintained by Tenant shall contain deductibles and self-insured retentions not in excess of that reasonably approved by Landlord, or as otherwise required herein or approved by Landlord, and no Landlord Insureds will be responsible for any deductible or self-insured retentions under insurance policies maintained by the “Tenant Estoppel Certificates”) from Encore GlassTenant. All such policies of insurance required in this Lease shall be primary and noncontributory with respect to any insurance policies carried by Landlord or Landlord Insureds, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to whether by such language being specifically included or endorsed under the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertypolicy or otherwise, and such matters have not been disclosed policies shall be obtained from insurers qualified to Purchaser do business and in good standing in the Commonwealth of Massachusetts having a rating by A.M. Best Company of at least A-VIII or otherwise be acceptable to Landlord. Tenant shall, prior to the expiration Commencement Date and thereafter, not less than ten (10) days prior to any policy expiration, deliver to Landlord a certificate of the Due Diligence Period insurance, representing that such policy has been issued and providing the coverage required by this Section and containing provisions specified herein. Tenant shall also deliver to Landlord copies of paid invoices or paid receipts of the policies required in this Section no later than thirty (and30) days after the renewal date. Each such policy required in this Section shall include a notice of cancellation endorsement in favor of the Landlord, in each casewhereby Landlord shall be notified of cancellation of any policies with at least thirty (30) days prior written notice thereto, are with the exception of ten (10) days for non-payment of premium. If any such notice of cancellation endorsement is not cured or satisfied commercially available, then Tenant shall endeavor to provide Landlord with such notice. Any insurance required of Tenant under this Lease may be furnished by Seller prior Tenant under a blanket policy carried by it provided that such blanket policy shall reference the Premises, shall guarantee a minimum limit available for the Premises equal to the Closing)insurance amounts required in this Lease, then the applicable Tenant Estoppel Certificate and shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall provide coverage that is no less than what would otherwise be deemed acceptable unless Purchaser objects afforded to the Premises on a standalone policy of insurance that is only applicable to covering the Premises. Tenant Estoppel Certificate not later than two shall provide Landlord with copies of all endorsements required in this Lease upon thirty (230) Business Days following actual receipt thereofdays written notice from Landlord. The failure of Seller Landlord to deliver the Tenant Estoppel Certificates shall demand evidence of insurance or to identify any deficiency in any insurance coverage required in this Lease will not be construed as a breach or default waiver by Seller under Landlord of Tenant’s obligation to comply with the insurance requirements of this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Lease. If Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct comply with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.insurance requirements of this Lease, whether in Subsection 4.4.1,

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not cured or satisfied by Seller prior including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the Closingterms of this Paragraph 21.A but subject to Paragraph 21.E (Permitted Transfers), then the applicable and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant Estoppel Certificate under this Lease; however, a sale of Tenant’s capital stock through any public or over-the-counter exchange shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate an assignment or a Change in Control. Landlord will not later approve more than two (2) Business Days following actual receipt thereofsubleases to be effective at any one point in time. The Tenant’s failure of Seller to deliver the Tenant Estoppel Certificates obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall not be considered a breach or default by Seller under this AgreementLease and Landlord shall retain all of its rights under the Lease, and shall only be a failure of a condition including the right to closing for Purchaser’s benefitelect, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaserat Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any sublease, Landlord shall require for each such subletting, that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except then current market rent for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form Multi Tenant/Single Parcel Page 20 of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.43 BUILDING: Ardenwood I-4 PROPERTY: 1-0514

Requirements. Receipt All insurance provided for in this Master Lease shall (i) be maintained under valid and enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of estoppel certificates the Premises is located and having general policyholders and financial ratings of not less than "A-" and "X", respectively, in the then current Best's Insurance Report, and a claims paying ability rating from S&P of at least AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be available to Tenant on commercially reasonable terms from insurers with such ratings, (ii) name Landlord as an additional insured and, for the “Tenant Estoppel Certificates”casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (iii) from Encore Glassbe on an "occurrence" basis, Inc. (“Encore”)or, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use extent such insurance is not available at commercially reasonable efforts rates in Landlord's reasonable judgment, on a "claims-made" basis, (iv) cover all of Tenant's operations at the applicable Facility or portion of the Premises, (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to obtain Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (vi) be primary and provide that any insurance with respect to any portion of the Tenant Estoppel CertificatesPremises maintained by Landlord is excess and noncontributing with Tenant's insurance. If The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or either of them, may have by reason of any provision in any policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the Tenant Estoppel Certificates disclose matters which are materially adverse existence of the insurance required by this Master Lease and showing the interest of Landlord shall be provided to it prior to the purchase commencement of the PropertyTerm or, and such matters have for a renewal policy, not been disclosed to Purchaser less than ten (10) days prior to the expiration date of the Due Diligence Period policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to each caseFacility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, 9393.9 (NHP Portfolio Lease) windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not cured less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or satisfied property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Seller prior Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to the Closing)each Facility on any fixtures or equipment which are capable of bursting or exploding, then the applicable in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant Estoppel Certificate continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall not satisfy the condition be entitled to Closing set forth herein receive all proceeds of such business interruption insurance; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates above policies shall not be a breach or default by Seller under this Agreementgreater than Fifty Thousand Dollars ($50,000), and Landlord shall only be have the right at any time to require a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any lower such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, amount or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositset higher policy limits, to the extent deposited commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with Escroweedeductibles or self-insured retentions not greater than Fifty Thousand Dollars ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, as jointly determined by Landlord and Tenant in their respective reasonable judgment, the deductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in their respective reasonable judgment, that would result in the applicable policies being available at commercially reasonable rates, not to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligationsexceed Two Hundred Fifty Thousand Dollars ($250,000). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto 9393.9 (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable NHP Portfolio Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.)

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best’s Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”same insurance company shall provide the coverages described in Sections 20.1(a) and DGA20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord’s request, Landlord’s mortgagees and ground lessors of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (“DGA”d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord’s mortgagees and ground lessors shall be primary, shalland any insurance carried by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker’s compensation insurance, subject contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; and (g) contain an undertaking by the terms insurer to notify Landlord (and the mortgagees and ground lessors of Section 7.2.3(b)Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any material change, be a condition precedent reduction in coverage, cancellation or other termination thereof. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (10) days after the date Tenant takes possession of all or any part of the Premises, certificates from the insurance company evidencing the existence of such insurance and such matters have Tenant’s compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement certificates to be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied by Seller prior to furnished within the Closing)time(s) specified herein, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or in default by Seller under this AgreementLease, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Sellerprocure such policies and certificates at Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAexpense.

Requirements. Receipt All insurance required under this Article 9 to be obtained by Tenant shall be issued by such good and reputable insurance companies qualified to do and doing business in California and having a rating of estoppel certificates not less than "A-X" as rated in the most current copy of Best's Insurance report in the form customary to the locality. All such Tenant insurance shall include (the “Tenant Estoppel Certificates”i) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, an endorsement expressly providing that such policies shall not be cancelable or subject to the terms reduction of Section 7.2.3(b), coverage or otherwise be a condition precedent subject to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse modification except after thirty (30) days' prior written notice to the purchase parties named as insureds in this Article 9, (ii) an endorsement providing that Landlord, its successors, assigns, and nominees holding any interest in the Premises, including without limitation any ground lessor and the holder of any mortgage, shall be named as additional insureds under each such policy of insurance maintained by Tenant pursuant to this Lease, (iii) an endorsement providing that such insurance as is afforded under Tenant's policy is primary as respects Landlord and that any other insurance maintained by Landlord is excess and non-contributing with other insurance required under this Article 9, (iv) an endorsement deleting any employee exclusion on personal injury covered, (v) an endorsement including employees as additional insureds, (vi) an endorsement deleting any liquor liability exclusion and (vii) an endorsement providing for coverage of employer's automobile liability. All such insurance shall provide for severability of interests; shall provide that an act or omission of one of the Propertynamed insureds shall not reduce or avoid coverage to the other named insured; and shall afford coverage for all claims based on acts, omissions injury and such matters have damage which claims occurred or arose (or the onset of which occurred or arose) in full or in part during the policy period. Expiration of Tenant's policy shall not been disclosed limit recovery thereunder; "claims made" insurance policies are not acceptable to Purchaser satisfy Tenant's insurance requirements under this Article 9. Tenant shall furnish to Landlord, upon the Commencement Date and thereafter within thirty (30) days prior to the expiration of each such policy, a Certificate of Insurance and endorsement(s) affording evidence of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed above insurance requirements issued by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the insurance carrier of each policy of insurance carried by Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGApursuant hereto.

Requirements. Receipt All policies required of estoppel Tenant shall be written by an insurer satisfactory to Landlord. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the “event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant Estoppel Certificates”or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), days' prior written notice to Landlord. Tenant shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser within thirty (30) days prior to the expiration of the Due Diligence Period (any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, in each caseif Tenant fails to do so within ten (10) days following notice of such failure, are not cured or satisfied by Seller prior then, upon an additional notice to Tenant, Landlord may order such insurance and charge the Closing), then cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the applicable responsibility of Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this AgreementArticle 20, and Landlord shall only be deliver to Tenant a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in statement setting forth the event cost of any such failure shall be, insurance and showing in Purchaser’s sole and absolute discretion, to either (i) waive reasonable detail the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (manner in which event Escrowee shall return it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the Deposit, insured or as an additional insured. Tenant's obligation to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except carry insurance provided for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to Article 20 may be satisfied by inclusion within the contrarycoverage of any blanket policy or policies of insurance carried or maintained by Tenant, if Seller is unable to obtain provided that the Tenant Estoppel Certificate from DGA, Seller shall have the right (but coverage required herein will not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed be reduced or diminished by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser reason of the Tenant Estoppel Certificate executed by DGAuse of such blanket policies of insurance.

Requirements. Receipt of estoppel certificates (The Mortgagor shall keep the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein Mortgaged Property insured for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed Mortgagee against loss or damage by Encore fire and Xxxxxavailable extended coverage risks, as applicablemay be reasonably required by the Mortgagee from time to time, Seller and provided coverage of not less than the coverage en­compassed by Fire, Extended Coverage, and Vandalism and Malicious Mischief perils broadened to include the so-called "All Risk of Physical Loss", all in a format approved by the Mortgagee and in sufficient amounts to prevent the application of any insurance policy co-insurance contribution on any loss and shall submit in no event be less than the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approvalfull face amount of the Note. The Tenant Estoppel Certificates received by Purchaser Policies shall be deemed acceptable unless Purchaser objects written on a Builder's Risk, Completed Value, non-reporting form which shall include coverage therein for "completion and/or Mortgaged Property occupancy" only if improvements being made to the applicable Tenant Estoppel Certificate not later than two Mortgaged Property are so substantial as to require such coverage in addition to Mortgagor’s extended coverage policy. All insurance herein provided for shall be obtained by the Mortgagor (2notwith­standing the procurement of other insurance policies by other persons or parties and relating to the Mortgaged Property) Business Days following actual receipt thereof. The failure of Seller to deliver and carried in companies approved by the Tenant Estoppel Certificates Mortgagee, and all policies, including additional and renewal policies, marked “premiums paid” and containing an agreement by the insurer that the policy shall not be a breach canceled or default by Seller under this Agreementmaterially changed without at least thirty (30) days' prior written notice to the Mortgagee (ten (10) days for cancellation due to failure to pay premiums), the policy, or any duplicate original policy, shall be delivered to the Mortgagee, and all renewal policies, including additional and renewals, modifications and extensions thereof, shall be deposited with the Mortgagee throughout the life of the loan and shall be payable, in case of loss or damage, to the Mortgagee as the first mort­gagee, and shall only contain the standard non-contributing mortgagee clause entitling the Mortgagee to collect all proceeds payable under all such insurance, as well as stand­ard waiver of subrogation endorsement, and waiver of other endorsements, as the Mortgagee may require, all to be a failure of a condition in form acceptable to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the Mortgagee. In the event of any such failure shall beloss, in Purchaser’s sole and absolute discretionthe Mortgagor will give immediate notice to the Mortgagee. The Mortgagor hereby authorizes the Mortgagee, at its option, to either collect, adjust and compromise any losses under any of the insurance policies, to endorse the Mortgagor's name on any document or instrument in payment of any insured loss and, after deducting the costs of collection, to apply the proceeds, at the Mortgagee's sole option, as follows: (i) waive as a credit upon the requirement regarding indebtedness secured hereby, whether or not the Tenant Estoppel Certificates same shall be then due and proceed payable, in which event, the lien of this Mortgage shall be affected only by a reduction thereof in any amount equal to the Closingamount so applied as a credit, or (ii) terminate this Agreement by written notice delivered to Seller (repairing or restoring the Mortgaged Property or any part thereof, in which event Escrowee event, the Mortgagee ​ shall return the Deposit, not be obligated to see to the extent deposited with Escroweeproper application thereof, to Purchaser nor shall the amount so released or used be deemed a payment on any indebtedness secured hereby. The Mortgagor shall obtain, carry and maintain Comprehensive General Liability Insurance covering the Mortgaged Property in an amount of no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller mayless than One Million Dollars ($1,000,000) bodily injury and/or property damage, in compliance with its obligations hereunderper occurrence, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made Demolition Insurance in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make event that all buildings on the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement Mortgaged Property cannot always be automatically rebuilt to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Sellersame specifications, and in such eventthe same location in the case of all types of destruction, Seller regardless of magnitude. Insurance shall be deemed with companies approved by the Mortgagee. Mortgagor shall provide Mortgagee with a Certificate of Insurance containing a provision designating the Mortgagee as an additional insured party and providing for not less than thirty (30) days written notice (ten (10) days for cancellation due to have delivered failure to pay premiums) to the Tenant Estoppel Certificate Mortgagee prior to any material change or cancellation of Liability Insurance. ​ Notwithstanding the foregoing and provided no Event of Default is then existing, and further provided that Mortgagee is satisfied (in its commercially reasonable judgment) that there is no legal impediment to the building and improvements being rebuilt or repaired and that there are sufficient insurance proceeds or other funds available from Mortgagor for reconstruction, Mortgagee shall receive all insurance proceeds to be held to pay for the cost of the improvements on the Mortgaged Property in installments as the work progresses, the time and amount of each advance and upon such other terms relating to such reconstruction as are satisfactory to the Mortgagee in its reasonable discretion. ​ If the Real Property is located in an area designated by the Federal Emergency Management Agency or the Flood Disaster Protection Act of 1973 (P.L. 93-234) as being in a "special flood hazard area" or as having specific flood hazards, whether now or at any time hereafter, Mortgagor shall also furnish Mortgagee with respect flood insurance policies which conform to DGA for purposes the requirements of satisfying said Flood Disaster Protection Act of 1973 and the condition under this Section 4.5National Flood Insurance Act of 1968, as either may be amended from time to time. In addition, Seller The amounts of any such insurance coverages shall be released from in an amount equal to the full insurable value and shall be maintained thereafter at all times in an amount such that Mortgagor will not be deemed a co-insurer under applicable insurance laws, regulations, policies or practices. Renewals of such policies shall be so delivered before any liability such insurance shall expire in accordance with respect the Loan Documents. If Mortgagor shall fail to provide any such Seller’s Estoppel Certificate upon insurance, or shall fail to replace any of the sooner to occur of same within ten (i) ninety (9010) days following after being notified that the Closing Date insuring company is no longer approved by Mortgagee, or if any such insurance is cancelled or lapses without replacement, Mortgagee may, at its option, procure the same in such amounts as Mortgagee may reasonably determine and (ii) the cost thereof together with interest thereon at the lesser of the Default Rate or the maximum interest rate allowed under Florida law, provided for in the Note per annum from the date of delivery expenditure by Mortgagee to Purchaser the date of repayment by Mortgagor to Mortgagee shall be repaid by Mortgagor to Mortgagee on demand and shall be part of the Tenant Estoppel Certificate executed by DGA.Debt secured hereby. ​

Requirements. Receipt All policies required of estoppel Tenant shall be written by an insurer satisfactory to Landlord. Such policies shall name Landlord and the Senior Interest Holders (as hereinafter defined) of which Tenant has notice as additional insureds. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the “event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant Estoppel Certificates”or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), days' prior written notice to Landlord. Tenant shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser within thirty (30) days prior to the expiration of the Due Diligence Period (any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, in each caseif Tenant fails to do so within ten (10) days following notice of such failure, are not cured or satisfied by Seller prior then, upon an additional notice to Tenant, Landlord may order such insurance and charge the Closing), then cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the applicable responsibility of Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this AgreementArticle 20, and Landlord shall only be deliver to Tenant a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in statement setting forth the event cost of any such failure shall be, insurance and showing in Purchaser’s sole and absolute discretion, to either (i) waive reasonable detail the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (manner in which event Escrowee shall return it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the Deposit, insured or as an additional insured. Tenant's obligation to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except carry insurance provided for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to Article 20 may be satisfied by inclusion within the contrarycoverage of any blanket policy or policies of insurance carried or maintained by Tenant, if Seller is unable to obtain provided that the Tenant Estoppel Certificate from DGA, Seller shall have the right (but coverage required herein will not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed be reduced or diminished by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser reason of the Tenant Estoppel Certificate executed by DGAuse of such blanket policies of insurance.

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, are not cured or satisfied by Seller the prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit written consent of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall Landlord which consent will not be a breach or default by Seller under this Agreementunreasonably withheld. Landlord shall make reasonable efforts to respond within thirty (30) days to any request from Tenant to sublease the Premises. Notwithstanding the above, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such failure assignment, transfer and/or subletting shall bebe considered a default under this Lease and Landlord shall retain all of its rights under the Lease, in Purchaserincluding the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent to any assignment, transfer, or subletting, Landlord shall require that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit clue under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent (a) the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant, and (b) the amount of any reasonable outside costs incurred by Tenant to construct improvements to the assigned, transferred or sublet premises which improvements are required to be made by Tenant under the assignment or transfer agreement or a sublease agreement. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, provided Tenant intends to sublease fifty percent (50%) or more of the Premises, Landlord may, in its sole discretion, elect to terminate this Lease as modified to make the statements contained therein factually correct portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval of Tenant’s request to sublease and/or assign, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to each tenant) less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the form prescribed by whole or any part of the applicable LeasePremises, without also having obtained the prior written consent of Landlord. Notwithstanding anything contained the above, in this Agreement no event shall Landlord consent to the contrarya sub-sublease. A consent of Landlord to one assignment, if Seller is unable to obtain the transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Sellerany of Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall obligations hereunder or be deemed to have delivered be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the Tenant Estoppel Certificate with respect option of Landlord exercised by written notice to DGA for purposes of satisfying the condition Tenant, terminate this Lease. The leasehold estate under this Section 4.5Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. In additionAs a condition to its consent, Seller Landlord shall be released from require Tenant to pay all expenses in connection with any liability with respect and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such SellerLandlord’s Estoppel Certificate upon fees for the sooner to occur of (i) ninety (90) days following the Closing Date processing and (ii) the date of delivery to Purchaser administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant Estoppel Certificate executed by DGAto remain liable to Landlord under the Lease.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy assign this Lease or sublet the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and XxxxxLeased Premises in whole or in part without Landlord's prior written consent, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates which consent shall not be a breach unreasonably withheld, delayed or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in conditioned. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such failure shall be, consent if in Purchaser’s sole and absolute discretion, to either Landlord's commercially reasonable opinion (i) waive the requirement regarding use of the Tenant Estoppel Certificates and proceed to Leased Premises proposed by the Closing, proposed assignee or subtenant does not fall within the definition of the Permitted Use; (ii) terminate Landlord has a reasonable basis to believe that the business reputation of the proposed assignee or subtenant is unacceptable (e.g. the proposed assignee or subtenant is engaged in, or intends to engage in, activities lacking moral turpitude or other illicit activities, or the proposed assignee or sublessee has had a previous business relationship with Landlord that resulted in litigation); (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations under the proposed assignment or sublease; or (iv) if the prospective assignee or subtenant is a third party that is already a tenant in the Building or the Park, Landlord has space available to meet such tenant's needs, and Landlord has either given a proposal to, or received a proposal from, such tenant for the lease of space within the previous ninety (90) day period. Tenant hereby agrees that in marketing the Leased Premises for sublease or assignment, it will not publicly advertise the Leased Premises for a proposed rent that is less than the then current rent for similar premises in 17 INDUSTRIAL LEASE the Park. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Agreement Lease and at any time receives rent and/or other consideration for the lease of the Leased Premises, but not for sale of any of Tenant's Property, which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord (x) fifty percent (50%) of the gross excess of such rent and/or other consideration less reasonable costs incurred by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations Tenant in connection herewith except for therewith (including commissions, advertising costs, legal costs, tenant improvement costs and the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form cost of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (subtenant or assignee concessions) as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed such rent and/or other consideration is received by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5Tenant. In addition, Seller shall be released from any liability should Landlord agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of $500.00 to partially reimburse Landlord for its costs, including reasonable attorneys' fees, incurred in connection with respect to processing such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAassignment or subletting request.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glassshall not make or suffer to be made any alterations, Inc. (“Encore”)additions, Xxxxx Distributingor improvements in, Inc. (“Xxxxx”) and DGAon, Inc. (“DGA”), shall, subject or to the terms Premises or any part thereof which would require a building permit without the prior written consent of Landlord, which shall not be reasonably withheld, conditioned or delayed; except that Tenant may replace floor coverings, wall coverings, reconfigure interior improvements and non-load bearing interior walls, and re-paint the Premises without Landlord’s consent. Subject to Section 7.2.3(b)11.2 hereof, any such alterations, additions, or improvements in, on, or to said Premises, except for Tenant’s movable furniture, trade fixtures and equipment, shall immediately become Landlord’s property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant. If Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant’s sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall require any party performing work on or at the Premises to comply with Landlord’s reasonable insurance requirements. Tenant shall obtain all required governmental permits and authorizations for any such work and Tenant shall cause all such work to be completed in a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificatesgood and workmanlike manner, free from defective materials and in compliance with all building, zoning, and other laws, ordinances, rules, and regulations. If the alterations, additions or improvements shall be made by Landlord for Tenant’s account, Tenant Estoppel Certificates disclose matters which are materially adverse shall reimburse Landlord for the cost thereof within thirty (30) days after receipt of a statement, setting forth the actual cost of such alterations, additions or improvements. At the time consent is given to Tenant to make an improvement to the purchase of the PropertyPremises, Landlord shall indicate in writing whether or not removal, repair and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall restoration will be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability required with respect to such Seller’s Estoppel Certificate improvement upon the expiration or earlier termination of this Lease. If Landlord’s consent is not required for said alteration, upon Tenant’s request, Landlord shall state in writing whether proposed alterations, additions or improvements must be removed upon the expiration or sooner termination of the Lease Term. Except for those items defined as Tenant’s property in Section 11.2 of this Lease, all of the initial improvements to occur be installed pursuant to Exhibit “B” shall immediately become Landlord’s property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant, except for removable trade fixtures and the items described in Exhibit “F” hereto, which shall be considered Tenant’s property and Tenant may remove or leave said items on the Premises at Tenant’s sole option. After the expiration or sooner termination of the Lease Term and upon demand by Landlord made no later than thirty (i) ninety (9030) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.after such expiration or earlier termination, Tenant

Requirements. Receipt Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof without the prior written consent of estoppel certificates Landlord. Any such alterations, additions, or improvements in, on, or to said Premises, except for Tenant's movable furniture and equipment, shall immediately become Landlord's property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant's sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord. If the alterations, additions or improvements shall be made by Landlord for Tenant's account, Tenant shall reimburse Landlord for the cost thereof within twenty (20) days after receipt of a statement, setting forth the “actual cost of such alterations, additions or improvements. In any event Tenant Estoppel Certificates”shall pay Landlord an administrative charge of fifteen percent (15%) from Encore Glassof the actual cost of such alterations, Inc. (“Encore”)additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Xxxxx DistributingTenant shall remove any or all alterations, Inc. (“Xxxxx”) additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and DGA, Inc. (“DGA”), shallTenant shall repair and restore the Premises to their original condition, subject to the terms ordinary wear and tear. Such removal, repair and restoration work shall be done promptly and with all due diligence at Tenant's sole cost and expense. The provisions of this Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller 12 shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse not apply to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable initial Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth Improvements described in Exhibit K-1 attached hereto (as modified C to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable this Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord and/or Landlord's mortgagees and are authorized to do business in the state in which the Building is located and rated not less than financial class VII, and not less than policyholder rating A- in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “same insurance company shall provide the coverages described in Sections 20.1(a) and 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant Estoppel Certificates”as named insured thereunder and shall name Landlord and, at Landlord's request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) from Encore Glass, Inc. shall not have a deductible amount exceeding Twenty-Five Thousand Dollars (“Encore”$25,000.00), Xxxxx Distributingwhich deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, Inc. and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (“Xxxxx”f) contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord (and DGAany other additional insureds) in writing not less than thirty (30) days prior to any material change, Inc. reduction in coverage, cancellation or other termination thereof; (“DGA”)h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Tenant agrees to deliver to Landlord, shallas soon as practicable after the placing of the required insurance, subject to but in no event later than the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts date Tenant is required to obtain such insurance as set forth in Section 20.1 above, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and Tenant's compliance with the foregoing provisions of this Section 20). Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement policies or certificates to the purchase of the Property, and such matters have be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior furnished within the time(s) specified herein, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, procure such policies and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies acceptable to Landlord and Landlord's lender and qualified to do business in the State of estoppel certificates California. Each policy shall name Landlord, Landlord's agents and, at Landlord's request, any mortgagee of Landlord as an additional insureds, as their respective interests may appear. Each policy shall contain (a) a cross-liability endorsement, (b) a provision that such policy and the “Tenant Estoppel Certificates”coverage evidenced thereby shall be primary and noncontributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, and (c) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject a waiver by the Insurer of any right of subrogation against Landlord to the terms extent required under Section 22.6 below. A copy of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase each paid up policy (authenticated by the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase insurer) or certificate of the Propertyinsurer evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord before the date Tenant is first given the right of possession of the Premises, and thereafter within thirty (30) days after any demand by Landlord therefor. Landlord may, at any time and from time to time, inspect and/or copy any insurance policies required to be maintained by Tenant hereunder. No such matters have not been disclosed policy shall be cancelable except after thirty (30) days' written notice to Purchaser Landlord and Landlord's lender. Tenant shall furnish Landlord with renewals or "binders" of any such policy at least ten (10) days prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be a breach or default by Seller under this Agreement, required to) procure such insurance on Tenant's behalf and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the charge Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations)premiums together with interest thereon at the Interest Rate, payable upon demand. Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not to provide such insurance coverage pursuant to blanket policies obtained by the obligation) Tenant, provided such blanket policies expressly afford coverage to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto Premises, Landlord, Landlord's mortgagee and Tenant as Exhibit K-2, executed required by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALease.

Requirements. Receipt (i) Notwithstanding the foregoing, (A) no Letter of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), Credit shall be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured issued or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxxcontinued, as applicable, Seller shall submit that would exceed the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser L/C Commitment then in effect, (B) no Letter of Credit shall be deemed issued or continued, as applicable, by the Issuing Bank that would exceed the Issuing Bank Sublimit then in effect (it being understood and agreed that any Issuing Bank may issue Letters of Credit (including the Existing Letters of Credit) in excess of such Issuing Bank’s respective Issuing Bank Sublimit in its sole discretion upon request of the Borrower, (C) no Letter of Credit shall be issued or continued, as applicable, that would cause the aggregate amount of the Lenders’ Revolving Exposures at such time to exceed the Total Revolving Commitments then available to the Borrower, (D) each Letter of Credit shall have an expiration date that complies with the provisions set forth in clause (e) of this Section, (E) each Letter of Credit shall be denominated in Dollars or in an Alternative Currency, (F) no Letter of Credit shall be issued or continued, as applicable, if it would be illegal under any applicable law for the beneficiary of such Letter of Credit to have a Letter of Credit issued in its favor, (G) no Letter of Credit shall be issued by any Issuing Bank after it has received a written notice from the Borrower or the Administrative Agent stating that a Default or Event of Default has occurred and is continuing until such time as such Issuing Bank shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with the provisions of Section 9.08 and (H) each Letter of Credit shall be issued in a form reasonably acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this AgreementIssuing Bank, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall may be deemed to have delivered reasonably acceptable if it complies with the Tenant Estoppel Certificate with respect to DGA for purposes standard policies and other operating procedures of satisfying such Issuing Bank as may be implemented, at the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser sole discretion of the Tenant Estoppel Certificate executed by DGAIssuing Bank, from time to time.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”a) from Encore GlassMortgagor shall promptly comply with, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject or cause to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertycomplied with, and such matters have not been disclosed conform to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates all present and proceed to the Closingfuture laws, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositstatutes, to the extent deposited with Escroweecodes, to Purchaser ordinances, orders, judgments, decrees, rules, regulations and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Sellerrequirements, and in such eventirrespective of the nature of the work to be done, Seller shall be deemed to have delivered of each Governmental Authority which has jurisdiction over the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date Mortgaged Property and (ii) the date all covenants, restrictions and conditions now or later of delivery record which may be applicable to Purchaser any of the Tenant Estoppel Certificate executed Mortgaged Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any of the Mortgaged Property, except to the extent that failure to comply therewith could not, in the aggregate„ reasonably be expected to have a Material Adverse Effect. All present and future laws, statutes„ codes, ordinances, orders, judgments, decrees, rules, regulations and requirements of every Governmental Authority applicable to Mortgagor or to any of the Mortgaged Property and all covenants, restrictions, and conditions which now or later may be applicable to any of the Premises are collectively referred to as the “Legal Requirements”. Requirement by DGAappropriate legal proceedings diligently conducted in good faith, but such right shall not be deemed or construed in any way as relieving, modifying, or extending Mortgagor’s covenant to comply with any such Legal Requirement unless (i) Mortgagor has given prior written notice to Mortgagee of Mortgagor’s intent so to contest or object to such Legal Requirement, (ii) Mortgagor shall demonsixate to Mortgagee’s reasonable satisfaction that any delay in compliance with such Legal Requirement shall not entail a risk of forfeiture of any of the Mortgaged Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by the terms of such Legal Requirement, compliance therewith pending prosecution of any such legal proceeding may legally be delayed without incurring any lien, charge or liability of any kind against the Mortgaged Property (other than for Permitted Exceptions or Liens permitted under Section 8.01 of the Credit Agreement), or any part thereof, unless New Haven County, CT Mortgagor shall furnish a good and sufficient bond or surety as required by and reasonably satisfactory to Mortgagee and (iv) all material permits required for the operation of the Mortgaged property remain in effect.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurer authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. same insurance company shall provide the coverages described in Sections 12.1 (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”a) and DGA12.1 (d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Xxxxxx as named insured thereunder and shall name Landlord and, Inc. at Xxxxxxxx's request, Xxxxxxxx's mortgagees and ground lessors of which Xxxxxx has been informed in writing, as additional insureds, all as their respective interests may appear; (“DGA”d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Xxxxxxxx's mortgagees and ground lessors shall be primary, shalland any insurance carried by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker's compensation insurance, subject contain an endorsement that the insurer waives its right to subrogation as described in Section 14 below, and (g) contain an undertaking by the terms insurer to notify Landlord (and the mortgagees and ground xxxxxx's of Section 7.2.3(b)Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any material change, be a condition precedent reduction in coverage, cancellation or other termination thereof. Tenant shall deliver to Purchaser’s obligation to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (10) days after the date Tenant takes possession of all or any part of the Premises, certificates from the insurance company evidencing the existence of such insurance and such matters have Tenant's compliance with the foregoing provisions of this Section 12. Tenant shall cause replacement certificates to be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied by Seller prior furnished within the times specified in this Lease, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 19.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, procure such policies and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5certificates at Tenant's expense. In additionsuch event Tenant shall reimburse Landlord, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of within ten (i) ninety (9010) days following after written demand therefor, for all reasonable costs incurred by Landlord thereby, together with interest thereon at the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAInterest Rate.

Requirements. Receipt All insurance provided for in this Lease shall (i) be maintained under valid and enforceable policies issued by insurers licensed and approved to do business in the state where the Facility is located and having general policyholders and financial ratings of estoppel not less than “A” and “XII”, respectively, in the then current Best’s Insurance Report, (ii) name Landlord as an additional insured and, for the casualty policy referenced in Section 6.1, as the owner and loss payable beneficiary, (iii) be on an “occurrence” basis, (iv) cover all of Tenant’s operations at the Facility or portion of the Premises, (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord and (vi) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant’s insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or either of them, may have by reason of any provision in any policy issued to them, provided such waiver does not thereby invalidate such policy. Satisfactory insurer certificates (evidencing the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) existence of the insurance required by this Lease and DGA, Inc. (“DGA”), shall, subject showing the interest of Landlord shall be provided to it prior to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase commencement of the PropertyTerm or, and such matters have not been disclosed to Purchaser for a renewal policy, prior to the expiration date of the Due Diligence Period policy being renewed. If required by Landlord’s lender in writing, Tenant shall provide Landlord with a complete copy of the related policy within twenty (and20) days of Landlord’s written request therefor. If requested by Landlord, in each caseTenant shall permit representatives of Landlord, are upon not cured or satisfied by Seller prior less than seventy-two (72) hours notice, to the Closing), then review a complete copy of the applicable Tenant Estoppel Certificate insurance policy at the principal business office of Tenant. Provided that Landlord agrees to maintain the confidentiality of the terms thereof, Landlord shall not satisfy the condition be entitled to Closing set forth herein for the benefit copy such portions of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable insurance policy as may be reasonably necessary to Landlord as the fee owner of the Premises. Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall maintain the following insurance and any claims thereunder shall be deemed acceptable unless Purchaser objects to adjudicated by and at the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure expense of Seller to deliver the Tenant Estoppel Certificates shall not be a breach it or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.insurance carrier:

Requirements. Receipt All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies acceptable to Landlord and Landlord's lender and qualified to do business in the State of estoppel certificates California. Each policy shall name Landlord, Landlord's agents and, at Landlord's request, any mortgagee of Landlord as an additional insured, as their respective interests may appear. Each policy shall contain (a) a cross-liability endorsement, (b) a provision that such policy and the “Tenant Estoppel Certificates”coverage evidenced thereby shall be primary and noncontributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, and (c) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject a waiver by the insurer of any right of subrogation against Landlord to the terms extent required under Section 22.6 below. A copy of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase each paid up policy (authenticated by the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase insurer) or certificate of the Propertyinsurer evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord before the date Tenant is first given the right of possession of the Premises, and thereafter within thirty (30) days after any demand by Landlord therefore. Landlord may, at any time and from time to time, inspect and/or copy any insurance policies required to be maintained by Tenant hereunder. No such matters have not been disclosed policy shall be cancelable except after thirty (30) days’ written notice to Purchaser Landlord and Landlord's lender. Tenant shall furnish Landlord with renewals or "binders" of any such policy at least ten (10) days prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be a breach or default by Seller under this Agreement, required to) procure such insurance on Tenant's behalf and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the charge Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations)premiums together with interest thereon at the Interest Rate, payable upon demand. Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not to provide such insurance coverage pursuant to blanket policies obtained by the obligation) Tenant, provided such blanket policies expressly afford coverage to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto Premises, Landlord, Landlord's mortgagee and Tenant as Exhibit K-2, executed required by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALease.

Requirements. Receipt All insurance policies required hereunder will: (a) require 30 days’ prior written notice to Secured Party of estoppel certificates cancellation, non-renewal or material change in coverage (the “Tenant Estoppel Certificates”) from Encore Glassany such cancellation, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured non-renewal or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxxchange, as applicable, Seller not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for non-payment of premium, only 10 days’ prior written notice shall submit be required and in the case of cancellation of the coverages described under Section 4.1(d), notice as established under the applicable Tenant Estoppel Certificate to Purchaser endorsements; (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage; (c) not require contributions from other policies held by the Additional Insureds; (d) waive any right of subrogation against the Additional Insureds; (e) in respect of any liability of any of the Additional Insureds, except for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder insurers’ salvage rights in the event of any a loss or damage, waive the right of such failure shall be, in Purchaser’s sole and absolute discretioninsurers to setoff, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed counterclaim or to the Closingany other deduction, whether by attachment or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositotherwise, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have of any further obligations in connection herewith except for monies due the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto Additional Insureds under such policies; (as modified to make the statements contained therein factually correct with respect to each tenantf) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (permit but not require that any of the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall Additional Insureds pay or be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA liable for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability premiums with respect to such Seller’s Estoppel Certificate upon insurance covered thereby; (g) provide for coverage in all areas in which any Aircraft is permitted to fly under the sooner to occur terms hereof; (h) provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (i) ninety (90) days following the Closing Date and (ii) the date contain breach of delivery to Purchaser warranty provisions providing that, in respect of the Tenant Estoppel Certificate executed interests of the Additional Insureds in such policies, the insurance will not be invalidated by DGAany action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). As used herein, the term “Additional Insureds” means The Prudential Insurance Company of America.

Requirements. Receipt All policies of estoppel certificates insurance maintained by Tenant shall contain deductibles and self-insured retentions not in excess of that reasonably approved by Landlord (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”Landlord hereby approving a deductible and self-insured retention of $50,000), Xxxxx Distributing, Inc. (“Xxxxx”) shall contain a clause confirming that such policy and DGA, Inc. (“DGA”), shall, subject the coverage evidenced thereby shall be primary with respect to any insurance policies carried by Landlord and shall be obtained from insurers qualified to do business and in good standing in the State of Maryland having a rating by A.M. Best Company of at least A-VIII or otherwise be acceptable to Landlord. A certificate of the insurer evidencing the insurance required to be maintained by Tenant hereunder shall be delivered to Landlord prior to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the PropertyCommencement Date. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser Not later than ten (10) days prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing date set forth herein for in any certificate evidencing the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations insurance required hereunder, Tenant {B2323618; 13} shall deliver the Tenant Estoppel Certificates to EncoreLandlord evidence reasonably satisfactory to Landlord, Xxxxx and DGA in any form which does not materially vary from the representations made may be in the form of a letter from Tenant’s insurance broker, that Tenant Estoppel Certificate has taken all steps necessary to renew or replace such insurance as of the expiration thereof so that there is no lapse in coverage, and certificates of the insurer of policy renewal or replacement shall be delivered to Landlord during the term of this Lease not later than fifteen (15) days after the expiration date set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct any previously issued certificate evidencing such insurance. Each such policy shall be non cancelable and not materially changed with respect to each tenant) or the interest of Landlord and such mortgagees of the Property without prior written notice as provided in the form prescribed policy, and if the policy shall not require the insurance company to give notice directly to Landlord and/or such mortgagee, Tenant shall give such notice immediately upon having notice of any such cancellation or change. Any insurance required of Tenant under this Lease may be furnished by Tenant under a blanket policy carried by it provided that such blanket policy shall reference the applicable Lease. Notwithstanding anything contained Premises, and shall guarantee a minimum limit available for the Premises equal to the insurance amounts required in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALease.

Requirements. Receipt All insurance policies required hereunder will: (i) require 30 days’ prior written notice to Lessor of estoppel certificates cancellation, non-renewal or material change in coverage (the “Tenant Estoppel Certificates”) from Encore Glassany such cancellation, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured non-renewal or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxxchange, as applicable, Seller not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for nonpayment of premium, only 10 days’ prior written notice shall submit be required and in the case of cancellation of the coverages described under Section 14.a.(iv), notice as established under the applicable Tenant Estoppel Certificate to Purchaser endorsements; (ii) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage; (iii) not require contributions from other policies held by the Additional Insureds; (iv) waive any right of subrogation against the Additional Insureds; (v) in respect of any liability of any of the Additional Insureds, except for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder insurers’ salvage rights in the event of any a loss or damage, waive the right of such failure shall be, in Purchaser’s sole and absolute discretioninsurers to setoff, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed counterclaim or to the Closingany other deduction, whether by attachment or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositotherwise, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have of any further obligations in connection herewith except for monies due the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto Additional Insureds under such policies; (as modified to make the statements contained therein factually correct with respect to each tenantvi) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (permit but not require that any of the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall Additional Insureds pay or be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA liable for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability premiums with respect to such Seller’s Estoppel Certificate upon insurance covered thereby; (vii) provide for coverage in all areas in which the sooner Aircraft is permitted to occur fly under the terms hereof; (viii) provide that all of (i) ninety (90) days following the Closing Date provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (iiix) the date contain breach of delivery to Purchaser warranty provisions providing that, in respect of the Tenant Estoppel Certificate executed interests of the Additional Insureds in such policies, the insurance will not be invalidated by DGAany action or inaction of Lessee or any other person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee or by any other person (other than an Additional Insured, as to itself only). As used herein, the term “Additional Insureds” means “KeyCorp and its subsidiaries and affiliated companies including KeyEquipment Finance Inc., and their respective successors and/or assigns.”

Requirements. Receipt All insurance required under Section 10.01 hereof shall be written by companies of estoppel certificates recognized financial standing (with a rating from Best's Insurance Reports of not less than A-/X) which are authorized to do insurance business in the “State of Florida, shall name Landlord (and any successors or assigns to Landlord) as an additional insured party, shall be reasonably satisfactory to Landlord in all respects and shall expressly provide (a) an effective waiver by the insurer of all rights of subrogation against any named insured and against such insured's interest in the Premises and against any income derived therefrom, (b) that no cancellation, reduction in amount or material change in coverage thereof shall be effective until at least twenty (20) days after receipt by Landlord and Tenant Estoppel Certificates”of written notice thereof, and (c) from Encore Glassthat during construction, Inc. (“Encore”)reconstruction, Xxxxx Distributingalteration or material remodeling of any Improvements on the Premises such policies shall be in "builder's risk" form if there would be an exclusion of coverage under Xxxxxx's all-risks policy as a result of such construction, Inc. (“Xxxxx”) and DGAreconstruction, Inc. (“DGA”)alteration or material remodeling. A copy of each policy or of an acceptable certificate of insurance in force, shallissued by the insurer as provided in Section 10.01 hereof, subject shall be delivered to Landlord on or before the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts date Tenant is required to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyapplicable insurance, and such matters have with respect to renewal or replacement policies, not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (andpolicy being renewed or replaced. Tenant may obtain the insurance required hereunder by endorsement on its blanket insurance policies, in each caseprovided that said policies fulfill the requirements of this Section 10.02, are not cured or satisfied that said policies reference the Premises, and that Landlord receives satisfactory written proof of coverage. Tenant shall permit Landlord to examine all policies evidencing the insurance required to be maintained by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything Nothing contained in this Agreement Lease shall be construed to require Landlord to prosecute any claim against any insurer or to contest any settlement proposed by any insurer. To the contrary, if Seller is unable extent of the insurance or self-insurance required to obtain the be maintained by Tenant Estoppel Certificate from DGA, Seller shall have the right (but not in no event in excess of the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2fullest extent permitted under applicable law), executed by SellerTenant hereby releases Landlord, its agents and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released employees from any liability with respect for damage to such Seller’s Estoppel Certificate upon the sooner property or injury to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser persons, regardless of the Tenant Estoppel Certificate executed by DGAcause of such damage or injury.

Requirements. Receipt The Subtenant Improvements and any and all alterations, additions or improvements made by Subtenant to the Premises shall be designed by a competent licensed architect or structural engineer and shall be made under the supervision of estoppel certificates such architect or engineer by financially sound, bondable contractors of good reputation (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to which carry adequate insurance in accordance with the terms of Section 7.2.3(bthe Lease). The Subtenant Improvements shall be constructed in accordance with plans, be a condition precedent specifications in Exhibit C attached hereto and incorporated herein by reference. Landlord may require in connection with its consent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel CertificatesImprovements and any Alterations, additions or improvements hereunder, that any contractor or subcontractors which provides in excess of Fifty Thousand Dollars ($50,000) of work and/or improvements, provide payment and completion bonds in such amounts and with sureties acceptable to Landlord. If Notwithstanding the Tenant Estoppel Certificates disclose matters which are materially adverse foregoing, Landlord shall not require payment or completion bonds for any such work performed within the twelve (12) month period following the Effective Date. The Subtenant Improvements and all Alterations, additions and improvements made by Subtenant shall be performed in a good and workmanlike manner, using new materials. Said improvements shall be diligently prosecuted to the purchase completion. All office improvements described in Exhibit C shall be completed by December 31, 2002. The cafeteria shall be improved in accordance with Section 12(c). Subtenant plans to begin construction of the Property, and such matters have not been disclosed to Purchaser prior to the expiration approved Subtenant Improvements one (1) day after complete execution of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right to post, file and/or record any notice of nonresponsibility or other notice required under applicable mechanic's lien laws. In addition, Subtenant shall notify Landlord at least thirty (30) days prior to commencement of any future work, alteration, addition or improvement hereunder (other than the Subtenant Improvements approved by Landlord in accordance with Section 8(a) upon execution of this Agreement and commenced within thirty (30) days after the Effective Date) for which a separate notice of nonresponsibility is required to be posted, filed or recorded, including any new phases of construction, so that Landlord or Tenant may post, file and/or record any notice of nonresponsibility or other notice required under applicable mechanic's lien laws. Subtenant shall have the right to complete the Subtenant Improvements in phases and at any time during the Term, provided no work or construction shall be left unfinished or partially completed. Notwithstanding the foregoing, the improvements existing as of the Effective Date in the Lab Areas may be demolished immediately but the Subtenant Improvements in the Lab Areas may be finished not later than July 1, 2005. As each phase is completed, Landlord shall be notified by Subtenant and have the right, but not the obligation, to ensure (without liability for review or approval) that any such improvements were completed in accordance with the approved plans. Subtenant may take occupancy of the Premises prior to completion of the Subtenant Improvements. Upon completion of any work hereunder, Subtenant shall record in the office of the County Recorder where the Premises are located a notice of completion or any other notice required or permitted by applicable mechanic's lien law to commence the running of, or terminate, any period for the filing of liens or claims, and shall deliver to Purchaser on Landlord any certificate of occupancy or other equivalent evidence of completion of such work in accordance with the Closing Date a certificate (a “Seller’s Estoppel Certificate”) requirements of applicable law. Subtenant shall perform or cause performance of all work hereunder in accordance with such reasonable rules and regulations not inconsistent with the form attached hereto terms of this Agreement or the Lease as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed Landlord may from time to have delivered the Tenant Estoppel Certificate time prescribe with respect thereto. Prior to DGA for purposes commencing any work hereunder, Subtenant shall supply to Landlord evidence that it has procured such insurance as Landlord may prescribe in connection with such work. Upon completion of satisfying any alteration, addition or improvement to the Premises, Subtenant shall provide Landlord with "as built" drawings reflecting the completed condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to of such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAwork.

Requirements. Receipt of estoppel certificates TILLOTTS shall (the “Tenant Estoppel Certificates”a) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse perform due diligence on its potential Sublicensees to the purchase of the Property, and evaluate whether each such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, potential Sublicensee is in compliance with its obligations hereunderapplicable anti-corruption laws, deliver including the Tenant Estoppel Certificates UK Bribery Act, and (b) require each Sublicensee to Encorecomply with applicable anti-corruption laws, Xxxxx including the UK Bribery Act and DGA any corporate anti-corruption policies of TILLOTTS, TILLOTTS shall cooperate in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct good faith with CPP with respect to monitoring and enforcing anti-corruption laws and policies, including providing CPP with access to information obtained from TILLOTTS’ compliance-related audits of its Sublicensees. TILLOTTS must provide CPP written notice of the issuance of each tenant) Sublicense and a true copy of it within sixty days after the execution of each Sublicense. All Sublicenses shall be issued in English. In the copy of the Sublicense so provided, TILLOTTS may redact those portions of the Sublicense that are not required to provide CPP assurance that the Sublicense is in compliance with this Agreement and that do not otherwise pertain to the terms of this Agreement. Each Sublicense must be in writing and must include provisions similar in effect and scope in all material respects to those of this Agreement. Each Sublicense must comply with all applicable laws and governmental regulations. In particular, TILLOTTS may not grant or in the form prescribed by the applicable Leaseshall refuse to grant a Sublicense under any circumstance, term or condition amounting to a misuse of any Licensed Patent. Notwithstanding anything contained TILLOTTS is responsible for complying with any obligations in this Agreement based on activities of any Sublicensee, including paying to CPP all earned royalties due in respect of the contraryactivities and Sales of Licensed Product by its Sublicensees. At all times during the Term, TILLOTTS is and will remain liable for actions or omissions wrongfully made by a party having been granted a Sublicense by TILLOTTS and, if Seller is unable to obtain permitted by applicable laws, must name CPP an intended third-party beneficiary with full rights to: (a) enforce the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “SellerSublicensee’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date obligations thereunder; and (iib) the date of delivery to Purchaser terminate that sublicense for breach of the Tenant Estoppel Certificate executed Sublicense under provisions similar to that provided in Subsections 9.1.2 and 9.1.3. For the avoidance of doubt, CPP can enforce such rights mentioned in (a) and (b) only if TILLOTTS has unreasonably refused to act against such Sublicensee that is in breach of its obligations itself, meaning that CPP must always discuss and agree on any actions that it intends to take against a Sublicensee with TILLOTTS first. Portions herein identified by DGA.[*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission

Requirements. Receipt All insurance provided for in this Master Lease shall (i) be maintained under valid and enforceable policies issued by insurers licensed and approved to do business in the state(s) where the Premises are located and having general policyholders and financial ratings of estoppel certificates not less than "A-" and "X", respectively, in the then current Best's Insurance Report, (ii) name Landlord as an additional insured and, for the “Tenant Estoppel Certificates”casualty policy referenced in Section 6.1, as the owner and loss payable beneficiary, (iii) from Encore Glass, Inc. be on an "occurrence" basis (“Encore”except as otherwise contemplated herein), Xxxxx Distributing(iv) cover all of Tenant's operations at the applicable Facility or portion of the Premises, Inc. (“Xxxxx”v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord and DGA(vi) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, Inc. (“DGA”)or either of them, shallmay have by reason of any provision in any policy issued to them, subject provided such waiver does not thereby invalidate such policy. Original policies or reasonably satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be provided to it prior to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase commencement of the PropertyTerm or, and such matters have for a renewal policy, not been disclosed to Purchaser less than ten (10) days prior to the expiration date of the Due Diligence Period policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (and10) days. During the Term, in each case, are not cured or satisfied by Seller prior to Tenant shall maintain the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore following insurance and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser any claims thereunder shall be deemed acceptable unless Purchaser objects to adjudicated by and at the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure expense of Seller to deliver the Tenant Estoppel Certificates shall not be a breach it or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.insurance carrier:

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, are not cured or satisfied by Seller the prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit written consent of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall Landlord which consent will not be a breach or default by Seller under this Agreementunreasonably withheld. Except as provided below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such failure assignment, transfer and/or subletting shall bebe considered a default under this Lease and Landlord shall retain all of its rights under the Lease, in Purchaserincluding the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any subletting, Landlord shall require for each such subletting, that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of each approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from the subtenant in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, in the event Tenant subleases all or any portion of the Premises during the first year of the Lease Term (scheduled for the period of 04/01/06 through 03/31/07) (“First Year Period”), one hundred percent (100%) of all rents Initial: [Illegible] Multi Tenant/Single Parcel Page 17 of 30 BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 and/or additional consideration due Tenant from its subtenants during the First Year Period shall be payable by Tenant to Landlord and Tenant agrees that during said First Year Period Tenant shall not enter into any sublease whereby the subtenant receives free and/or reduced rent during the first twelve (12) months of the sublease term. Tenant shall, by fifteen (15) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within twenty (20) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as modified to make the statements contained therein factually correct portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said twenty (20) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to each tenant) less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the form prescribed by whole or any part of the applicable LeasePremises, without also having obtained the prior written consent of Landlord. Notwithstanding anything contained the above, in this Agreement no event shall Landlord consent to the contrarya sub-sublease. A consent of Landlord to one assignment, if Seller is unable to obtain the transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Sellerany of Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall obligations hereunder or be deemed to have delivered be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the Tenant Estoppel Certificate with respect option of Landlord exercised by written notice to DGA for purposes of satisfying the condition Tenant, terminate this Lease. The leasehold estate under this Section 4.5Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. In additionAs a condition to its consent, Seller Landlord shall be released from require Tenant to pay all expenses in connection with any liability with respect and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such SellerLandlord’s Estoppel Certificate upon fees for the sooner to occur of (i) ninety (90) days following the Closing Date processing and (ii) the date of delivery to Purchaser administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant Estoppel Certificate executed by DGAto remain liable to Landlord under the Lease.

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are not cured or satisfied by Seller prior transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the Closing)terms of this Paragraph 21.A, then the applicable and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit under this Lease; however, a sale of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for PurchaserTenant’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a breach Change in Control, and a sale by any individual investor in Tenant of its stock, in whatever percentage, shall not be deemed an assignment or a Change in Control. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default by Seller under this AgreementLease and Landlord shall retain all of its rights under the Lease, and shall only be a failure of a condition including the right to closing for Purchaser’s benefitelect, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting consent to any subletting, Landlord shall require for each such subletting, that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of each approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from the subtenant in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord may for any non-Permitted Transfer, in its sole discretion, elect to terminate this Lease as modified to make the statements contained therein factually correct portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to each tenant) less than all the Premises, the Rent and Tenant’s Proportionate Share, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the form prescribed by whole or any part of the applicable LeasePremises, without also having obtained the prior written consent of Landlord. Notwithstanding anything contained the above, in this Agreement no event shall Landlord consent to the contrarya sub-sublease. A consent of Landlord to one assignment, if Seller is unable to obtain the transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Sellerany of Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall obligations hereunder or be deemed to have delivered be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the Tenant Estoppel Certificate with respect option of Landlord exercised by written notice to DGA for purposes of satisfying the condition Tenant, terminate this Lease. The leasehold estate under this Section 4.5Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. In additionAs a condition to its consent, Seller Landlord shall be released from require Tenant to pay all expenses in connection with any liability with respect and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such SellerLandlord’s Estoppel Certificate upon fees for the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.Initial: MMK BUILDING: 1098 Alta PROPERTY: 1-0001

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, are not cured or satisfied by Seller the prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit written consent of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall Landlord which consent will not be a breach or default by Seller under this Agreementunreasonably withheld. Notwithstanding the above, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such failure assignment, transfer and/or subletting shall bebe considered a default under this Lease and Landlord shall retain all of its rights under the Lease, in Purchaser’s including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord shall require that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than seventy-five percent (75%) of the Closing, or then current market sublease rent with annual increases at the then prevailing market rent; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto under the Lease; (as modified iii) the sublease shall not provide for subtenant to make have an option to extend the statements contained therein factually correct with respect term of the sublease or an option to each tenantexpand the sublet space; and (iv) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate shall pay to Landlord, monthly throughout the term of any approved sublease, seventy-five percent (75%) of all rents and/or additional consideration due Tenant from DGAits assignees, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) transferees, or subtenants in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser excess of the Rent payable by Tenant Estoppel Certificate executed by DGA.to Landlord hereunder for the assigned, transferred 13 of 25 991719 v2/SF BUILDING: Marriott 12 PROPERTY: 01-0112

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”same insurance company shall provide the coverages described in Subparagraphs 22.1(a) and DGA22.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord's request, Landlord's mortgagees and ground lessors of which Tenant has been informed in writing, as additional insured thereunder, all as their respective interests may appear; (“DGA”d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord's mortgagees and ground lessors shall be primary, shalland any insurance carried by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker's compensation insurance, subject contain an endorsement that the insurer waives its right to subrogation as described in Paragraph 24 below; and (9) contain an undertaking by the insurer to notify Landlord (and the mortgagees and ground lessors of Landlord who are named as additional insured) in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation or other termination thereof. In the alternative, Tenant may self- insure as to the terms types of Section 7.2.3(b)insurance identified in Paragraph 22.1. Tenant agrees to deliver to Landlord, be a condition precedent to Purchaser’s obligation to purchase as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (10) days after the date Tenant takes possession of all or any part of the Premises, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and such matters have Tenant's compliance with the foregoing provisions of this Paragraph 22). Tenant shall cause replacement policies or certificates be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior furnished within the time(s) specified herein, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Subparagraph 25.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Sellerprocure such policies, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt All insurance required under this Article 9 shall be issued by such good and reputable insurance companies qualified to do and doing business in California and having a rating of estoppel certificates (not less than “A-VII” as rated in the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject most current copy of Best’s Insurance report in the form customary to the terms locality. All such Lessee insurance shall include (i) an endorsement providing that Lessor, its successors, assigns, and nominees holding any interest in the Premises, including without limitation any ground lessor and the holder of Section 7.2.3(b)any mortgage, shall be a condition precedent named as additional insureds under such General Liability policy of insurance maintained by Lessee pursuant to Purchaserthis Lease, (ii) an endorsement providing that such insurance as is afforded under Lessee’s obligation policy is primary as respects Lessor and that any other insurance maintained by Lessor is excess and non-contributing with other insurance required under this Article 9, (iii) an endorsement deleting any employee exclusion on personal injury covered, (iv) an endorsement including employees as additional insureds, (v) an endorsement providing for coverage of employer’s automobile liability. Deductible amounts under all insurance policies required to purchase the Propertybe carried by Lessee under this Lease shall not exceed $10,000 per occurrence. Seller All such insurance shall use commercially reasonable efforts provide for severability of interests; shall provide that an act or omission of any insured shall not reduce or avoid coverage to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase any of the Propertyother insureds; and shall afford coverage for all acts, omissions injury and such matters have damage which occurred or arose (or the onset of which occurred or arose) in full or in part during the policy period. Expiration of Lessee’s policy shall not been disclosed limit recovery thereunder; “claims made” insurance policies are not acceptable to Purchaser satisfy Lessee’s insurance requirements under this Article 9. Lessee shall endeavor to furnish to Lessor, upon the Commencement Date and thereafter at least ten (10) business days prior to the expiration of each such policy, a Certificate of Insurance and endorsement(s) affording evidence of the Due Diligence Period (andabove insurance requirements issued by the insurance carrier of each policy of insurance carried by Lessee pursuant hereto. If Lessee shall fail to procure any required insurance, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach such policies or default by Seller under this Agreementcertificates to Lessor as herein provided, Lessor may, at Lessor’s option and shall only be a failure of a condition in addition to closing for PurchaserLessor’s benefit, in which event Purchaser’s sole recourse hereunder other remedies in the event of a default by Lessee under this Lease, after ten (10) business days notice, procure the same for the account of Lessee, and the cost thereof shall be paid to Lessor as Rent. In addition, if at any such failure shall betime during the Lease Term the amount or coverage of insurance which Lessee is required to carry under this Article 9 is, in PurchaserLessor’s sole and absolute discretionreasonable judgment, to either (i) waive materially less than the requirement regarding the Tenant Estoppel Certificates and proceed to the Closingamount or type of insurance coverage typically carried by lessees of Comparable Buildings, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Lessor shall have the right (but not to require Lessee to increase the obligation) to deliver to Purchaser on amount or change the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes types of satisfying the condition insurance coverage required under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAArticle 9.

Requirements. Receipt All insurance required under this Article 9 to be obtained by Tenant shall be issued by such good and reputable insurance companies qualified to do and doing business in California and having a rating of estoppel certificates not less than "A-, VII" as rated in the most current copy of Best's Insurance report in the form customary to the locality. All such Tenant insurance shall include (the “i) an endorsement providing that such insurance as is afforded under Tenant's policy is primary as respects Landlord and that any other insurance maintained by Landlord is excess and non-contributing with other insurance required under this Article 9, (ii) an endorsement deleting any employee exclusion on personal injury covered, (iii) an endorsement including employees as additional insureds, (iv) an endorsement deleting any liquor liability exclusion and (v) an endorsement providing for coverage of employer's automobile liability. Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, shall endeavor to cause Tenant's insurance to include an endorsement expressly providing that such policies shall not be cancelable or subject to reduction of coverage or otherwise be subject to modification except after thirty (30) days' (or ten (10) days' in the terms event of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse non-payment of premium) prior written notice to the purchase parties named as insureds in this Article 9. Tenant's commercial general liability insurance shall include an endorsement providing that Landlord, its successors, assigns, and nominees holding any interest in the Premises, including without limitation any ground lessor and the holder of any mortgage, shall be named as additional insureds under each such policy of insurance maintained by Tenant pursuant to this Lease. All such insurance shall provide for severability of interests; shall provide that an act or omission of one of the Propertynamed insureds shall not reduce or avoid coverage to the other named insured; and shall afford coverage for all claims based on acts, omissions injury and such matters have damage which claims occurred or arose (or the onset of which occurred or arose) in full or in part during the policy period. Expiration of Tenant's policy shall not been disclosed limit recovery thereunder; "claims made" insurance policies are not acceptable to Purchaser satisfy Tenant's insurance requirements under this Article 9. Tenant shall furnish to Landlord, upon the Commencement Date and thereafter within thirty (30) days prior to the expiration of each such policy, a Certificate of Insurance and endorsement(s) affording evidence of the Due Diligence Period (andabove insurance requirements issued by the insurance carrier of each policy of insurance carried by Tenant pursuant hereto. If at any time during the Lease Term of this Lease the amount or coverage of insurance which Tenant is required to carry under this Article 9 is, in each caseLandlord's reasonable judgment, are not cured materially less than the amount or satisfied type of insurance coverage typically carried by Seller prior to the Closing)lessees of Comparable Buildings, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (but not to require Tenant to increase the obligation) to deliver to Purchaser on amount or change the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes types of satisfying the condition insurance coverage required under this Section 4.5Article 9. In addition, Seller shall Landlord may change the amounts and/or types of insurance required to be released from any liability carried by Tenant in accordance with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following preceding sentence only one time during the Closing Date initial Lease Term and (ii) only one time during the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAOption Term.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord and/or Landlord's mortgagees and are authorized to do business in the state in which the Building is located and rated not less than financial class VII, and not less than policyholder rating A- in the most recent version of estoppel certificates Best's Key Rating Guide; (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, at Landlord's request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) not have a deductible amount exceeding that which is commercially reasonable, which deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the “insurance afforded by such policy for the benefit of additional insureds shall be primary, and any insurance carried by the additional insureds shall be excess and non-contributing; (f) contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord and the other additional insureds in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation or other termination thereof; (h) contain a cross liability or severability of interest endorsement; (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof and (j) provide that any loss otherwise payable thereunder shall be payable notwithstanding any act or omission of Landlord or Tenant Estoppel Certificates”) from Encore Glasswhich might, Inc. (“Encore”)absent such provision, Xxxxx Distributingresult in a forfeiture of all or a part of such insurance payment. Tenant agrees to deliver to Landlord, Inc. (“Xxxxx”) and DGAas soon as practicable after the placing of the required insurance, Inc. (“DGA”), shall, subject to but in no event later than the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts date Tenant is required to obtain such insurance as set forth in Section 20.1 above, certificates from the insurance company evidencing the existence of such insurance and Tenant's compliance with the foregoing provisions of this Section 20. Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement certificates to the purchase of the Property, and such matters have be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not furnished within the time(s) specified herein, and such failure is not cured or satisfied by Seller prior within ten (10) days following written notice thereof to the Closing)Tenant, then the applicable Tenant Estoppel Certificate shall not satisfy the condition be deemed to Closing set forth herein for be in material default under this Lease, without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2procure such policies and certificates at Tenant's expense. 0000 Xxxx Xxxxx Xxxxxxx Credit Management, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.Inc.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord and/or Landlord's mortgagees and are authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “same insurance company shall provide the coverages described in Sections 20.1(a) and 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant Estoppel Certificates”as named insured thereunder and shall name Landlord and, at Landlord's request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) from Encore Glass, Inc. shall not have a deductible amount exceeding Twenty Five Thousand Dollars (“Encore”$25,000.00), Xxxxx Distributingwhich deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, Inc. and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (“Xxxxx”f) contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord (and DGAany other additional insureds) in writing not less than thirty (30) days prior to any material change, Inc. reduction in coverage, cancellation or other termination thereof; (“DGA”)h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, shallabsent such provision, subject result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the terms mortgage upon the happening of Section 7.2.3(b)a default thereunder, be a condition precedent or (iv) any change in title or ownership of the Premises. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts placing of the required insurance, but in no event later than the date Tenant is required to obtain such insurance as set forth in Section 20.1 above, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and Tenant's compliance with the foregoing provisions of this Section 20). Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement policies or certificates to the purchase of the Property, and such matters have be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior furnished within the time(s) specified herein, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, procure such policies and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt CSG will provide a process and environment for the transfer and integration of estoppel certificates the Recovery Management Data to Vendor's platform via DCI (as defined below) and secure FTP ("SFTP") files, enabling Recovery Management. The Recovery Management Data shall include (i) then-current data available from CSG's Daily Collections Interface ("DCI"), as such DCI data may be updated from time to time to include additional data, and (ii) certain additional data transmitted via CSG Vantage® Infocast ("Infocast") data files set forth in that certain Statement of Work (CSG document no. 2500812) to be executed by the parties for implementation of Recovery Management (the “Tenant Estoppel CertificatesSOW”) ). For clarification purposes, any certain additional data transmitted via Infocast may be discontinued if such certain additional data is delivered by DCI. Such additional data points as Customer may elect to add, from Encore Glasstime to time, Inc. to its Recovery Management services shall be as agreed by CSG and Customer pursuant to a separate statement of work for any such implementation for which additional fees may be incurred by Customer. The Recovery Management Data shall be transmitted to Vendor via the DCI and the Infocast data files via a SFTP on a daily basis. Any collection agency will need to enter into an agreement with CSG to become a collection agency that may receive files as part of the Recovery Management process. CSG shall have no obligation to Customer to maintain any collection agencies; if an agreement with any collection agency expires or is terminated for any reason, such agency shall no longer be an Approved Agency and CSG will no longer provide Recovery Management hereunder with respect to such agency (“EncoreTerminated Agency”); provided, Xxxxx Distributinghowever, Inc. that upon knowledge by CSG, CSG shall provide Customer with written notice (“Xxxxx”email is sufficient) that any such agency shall become a Terminated Agency and DGA, Inc. (“DGA”the anticipated date of such change. Customer authorizes CSG to provide Vendor with the Recovery Management Data in accordance with the terms of this Attachment C-3(f), shalland agrees that following delivery to Vendor, subject to the terms of Section 7.2.3(bthis Attachment C-3(f), be a condition precedent to Purchaser’s obligation to purchase CSG is not responsible for Vendor's use of such Recovery Management Data under the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase terms of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable LeaseAffiliate Addendum. Notwithstanding anything contained in this Agreement the foregoing, CSG shall discontinue sending the Recovery Management Data to the contrary, if Seller Vendor upon Customer’s written request (email is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAsufficient).

Requirements. Receipt The Company shall, upon written request from the Purchasers, exchange any of estoppel certificates the outstanding Notes (including any PIK Notes) held by the Purchasers for new notes having identical terms (except as otherwise noted below) in an equal aggregate principal amount (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”"Remarketed Notes"), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(bconditions set forth in this subparagraph (a)(A). Such written request (the "Exchange Notice") shall state: (x) the date on which the Remarketed Notes are requested to be issued (the "Exchange Date"), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate date shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later less than two (2) five Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreementdate on which the Exchange Notice is delivered, and (y) the interest rate (which shall only be a failure of a condition to closing for Purchaser’s benefit, in no higher than 12%) and payment dates (which event Purchaser’s sole recourse hereunder shall be no earlier than those contained in the event Notes) of any such failure shall be, the Remarketed Notes. On the Exchange Date the Company shall: (I) enter into a Purchase Agreement in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed form attached as Exhibit A to the Closing, or Commitment Letter (iiwith such changes as shall be appropriate to reflect that the consideration paid by the Purchasers for the issue of the Remarketed Notes shall be the surrender by the Purchasers of the Notes purchased by them hereunder); (II) terminate this Agreement by written notice delivered to Seller enter into an indenture (in which event Escrowee shall return the Deposit, form attached as Exhibit B to the extent deposited with EscroweeCommitment Letter) (subject to such changes as shall be necessary to reflect the interest rate applicable to the Remarketed Notes (the cash-pay portion of which shall be no higher than 12%) and the covenants set forth in Section 5 hereof) (the "Exchange Indenture") pursuant to which the Remarketed Notes will be issued and authenticated, to Purchaser and no party hereto which indenture shall have any further obligations been duly executed by the trustee thereunder (the "Trustee") and to whom irrevocable instructions shall have been given to authenticate the Remarketed Notes necessary for such exchange; (III) execute and deliver to the Purchasers, and cause the Trustee to authenticate, the Remarketed Notes in connection herewith except for an amount equal to the Surviving Obligations). Seller mayaggregate principal amount of Notes then outstanding and held by the Purchasers; (IV) execute and deliver to the Purchasers a Registration Rights Agreement among the Purchasers, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx Company and DGA in any form which does not materially vary from the representations made Guarantors in the form of Tenant Estoppel Certificate set forth Exhibit D attached to the Commitment Letter; (V) deliver the following documents: Accountants' Comfort Letter. From each of PricewaterhouseCoopers LLP, independent public or certified public accountants for Alpharma, and Deloitte & Touche LLP, independent public or certified public accountants for the Acquired Business, a letter dated the Exchange Date addressed to the Purchasers, in Exhibit K-1 attached hereto form and substance satisfactory to the Purchasers, containing statements and information of the type ordinarily included in accountant's "comfort letters" to Purchasers, delivered according to Statement of Auditing Standards Nos. 72 and 76 (as modified to make the statements contained therein factually correct or any successor bulletins), with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything audited and unaudited financial statements and certain financial information contained in this Agreement to a Registration Statement and/or offering memorandum prepared in connection with the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser resale of the Tenant Estoppel Certificate executed by DGA.Remarketed Notes;

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord and/or Landlord’s Mortgagees and are authorized to do business in the state in which the Building is located and rated not less than Financial Size VIII, and with a Financial Strength rating of estoppel certificates B+ in the most recent version of Best’s Key Rating Guide; (the “b) name Tenant Estoppel Certificates”as named insured thereunder and shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds under any such liability policies, all as their respective interests may appear; (c) from Encore Glass, Inc. not have a deductible amount exceeding Ten Thousand Dollars (“Encore”$10,000.00), Xxxxx Distributingwhich deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by any such liability policy for the benefit of Landlord and any other additional insureds shall be primary, Inc. and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (“Xxxxx”f) contain an endorsement that the insurer waives its right to subrogation; (g) require the insurer to notify Landlord and DGAany other additional insureds in writing not less than thirty (30) days prior to any material change, Inc. reduction in coverage, cancellation or other termination thereof; (“DGA”)h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Tenant agrees to deliver to Landlord, shallas soon as practicable after the placing of the required insurance, subject to but in no event later than the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts date Tenant is required to obtain such insurance as set forth in Section 14.1 above, certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with the foregoing provisions of this Article 14. Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement certificates to the purchase of the Property, and such matters have be delivered to Landlord not been disclosed to Purchaser less than ten (10) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied by Seller prior to furnished within the Closing)time(s) specified herein, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a if Tenant fails to remedy such condition to closing for Purchaser’s benefitwithin five (5) business days after notice thereof, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Sellerprocure such policies and certificates at Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAexpense.

Requirements. Receipt The contractor shall secure and maintain throughout the duration of estoppel this contract, insurance of such types and not less than the amounts specified herein. The Contracting Authority (XXXXXXXXX COUNTY) shall be named as “Additional Insured,” using the following language: “XXXXXXXXX COUNTY CONSERVATION BOARD, XXXXXXXXX COUNTY GOVERNMENT, its Elected Officials, Employees, Agents, and Assigns.” Insurance coverage will be considered acceptable when provided in one of the following methods: The Contractor shall furnish the Contracting Authority with a proper Certificate of Insurance or affidavits executed by representatives of duly qualified insurance companies, doing business in IOWA for approval by the Contracting Authority. The Certificate shall identify the following: the insurance company firm name and address; contractor firm name and address; insurance policy(s) number(s); policy period; type of policy and coverage; limits of coverage; description of operations covered; certificate holder / “Additional Insured”; and cancellation clause. All certificates (submitted for the purpose of complying with these specifications shall identify as the “Tenant Estoppel Certificates”) from Encore GlassNamed Insured” the Contractor; and the Contracting Authority, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) its agents and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxxrepresentatives, as applicable“Additional Insureds.” This requirement shall apply with equal force, Seller shall submit whether the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received work is performed by Purchaser shall be deemed acceptable unless Purchaser objects to (1) persons employed directly by the applicable Tenant Estoppel Certificate not later than two Contractor, (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be by a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closingsubcontractor, or (ii3) terminate by an independent contractor. Regardless of such approval by the Contracting Authority, it shall be the responsibility of the Contractor to maintain adequate insurance coverage at all times, and failure to do so shall not relieve the Contractor of any contractual obligation or responsibility. Failure on the part of the Contractor to maintain this Agreement insurance in full effect will be treated as such by the Contracting Authority. Failure on the part of the Contractor to comply with the requirements of this article will be considered sufficient cause to suspend the work, withhold payment(s), and/or be disqualified from receiving further contract awards. Insurance policies filed with the Contracting Authority shall state that thirty (30) calendar days prior written notice delivered to Seller (in which event Escrowee shall return the Deposit, will be given to the extent deposited with Escrowee, to Purchaser Contracting Authority before any policy covered thereby is changed or canceled. Evidence of insurance coverage as identified and no party hereto stipulated by these specifications shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed be approved by the applicable Lease. Notwithstanding anything contained in this Agreement Contracting Authority prior to any work being performed by the contraryContractor, if Seller is unable to obtain the Tenant Estoppel Certificate from DGAsubcontractor(s), Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser or agents of the Tenant Estoppel Certificate executed by DGAContractor.

Requirements. Receipt All policies required of estoppel Tenant shall be written by an insurer satisfactory to Landlord. Such policies shall name Landlord and the Senior Interest Holders (as hereinafter defined) of which Tenant has notice as additional insureds. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the “event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant Estoppel Certificates”or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), days' prior written notice to Landlord. Tenant shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser within thirty (30) days prior to the expiration of the Due Diligence Period (any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, in each caseif Tenant fails to do so within ten (10) days following notice of such failure, are not cured or satisfied by Seller prior then, upon an additional notice to Tenant, Landlord may order such insurance and charge the Closing), then cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the applicable responsibility of Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this AgreementArticle 20, and Landlord shall only be deliver to Tenant a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in statement setting forth the event cost of any such failure shall be, insurance and showing in Purchaser’s sole and absolute discretion, to either (i) waive reasonable detail the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (manner in which event Escrowee shall return it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the Depositinsured or as an additional insured. Tenant's obligation to carry insurance provided for in this Article 20 may be satisfied by inclusion within the coverage of any blanket policy or policies of insurance carried or maintained by Tenant, to provided that the extent deposited with Escrowee, to Purchaser coverage required herein will not be reduced or diminished by reason of the use of such blanket policies of insurance and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA such blanket policies of insurance expressly waive any pro rata distribution requirement contained in any form which does not materially vary from such policies of insurance covering the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAPremises.

Requirements. Receipt Dialysis Center's aggregate Qualified Purchases of estoppel certificates EPOGEN(R) for [DELETED], by all Affiliates listed on Appendix B on the Commencement Date of this Agreement [DELETED], must equal or exceed [DELETED]. In addition, at least [DELETED] taken on an overall basis (the “Tenant Estoppel Certificates”and not separately for each Affiliate) from Encore Glass, Inc. must have [DELETED] (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”as defined in Section 2(b) and DGA, Inc. (“DGA”), shall, subject below) greater than or equal to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates[DELETED]. If either of these criteria is not met during [DELETED], Dialysis Center will not qualify for the Tenant Estoppel Certificates disclose matters which are materially adverse [DELETED]. Amendment #2 to the purchase of the PropertyAgreement No. 19990110 (Continued) -------------------------------------------------------------------------------- Appendix A: Discount Pricing, Schedule, and such matters have not been disclosed Terms (continued) ------------------------------------------------------------- In order to Purchaser prior participate in the [DELETED], Dialysis Center must provide the following items to the expiration of the Due Diligence Period (andAmgen or to a data collection vendor specified [DELETED], and no later than [DELETED] after [DELETED]. In those cases in each case, are not cured or satisfied by Seller prior which Amgen directs Dialysis Center to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser [DELETED], Dialysis Center shall be deemed acceptable unless Purchaser objects [DELETED] so long as it does so [DELETED], regardless of the [DELETED] to Amgen: [DELETED], (collectively the "Data"); provided, however, that Dialysis Center shall be [DELETED]. Amgen may utilize the Data for any legal purpose, and reserves the right to audit all Data, provided that any audit shall not permit access to information disclosing the identity of any patient. Under no circumstances should the Data include any patient identifiable information including, without limitation, name, complete social security number, address or birth date. The identity of the account submitting the Data and any association with the Data will remain confidential. The [DELETED] test results must be derived from [DELETED] taken immediately before dialysis treatment using [DELETED] testing method [DELETED], must be reported to the applicable Tenant Estoppel Certificate [DELETED], and must be submitted [DELETED] in a format acceptable to Amgen. Hand written reports are not later than two (2) Business Days following actual receipt thereofacceptable; electronic submission of the Data is preferred. The failure In addition, upon execution of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and Dialysis Center shall only be simultaneously provide to Amgen an executed "Annual Certification Letter", a failure copy of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2#1. Amgen hereby acknowledges that it has received such required Annual Certification Letter, executed by Seller, in form and substance satisfactory to Amgen. Delivery of such Annual Certification Letter shall serve to qualify Dialysis Center's participation in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA [DELETED] throughout the Term of this Agreement for purposes the limited purpose of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser certification of the Tenant Estoppel Certificate executed by DGAaccuracy of the data submitted to Amgen hereunder.

Requirements. Receipt Tenant shall be responsible for Tenant's Contractor, subcontractors, suppliers and materialmen (A) obtaining Landlord's prior written approval (which Landlord shall not unreasonably withhold or delay) of estoppel certificates all subcontractors and labor to be utilized in the performance of such construction work, (B) obtaining all necessary governmental permits and approvals in connection with all construction work shown on the “Tenant Estoppel Certificates”) from Encore Glass, Inc. Final Plans (“Encore”and Landlord shall have no responsibility whatsoever in connection with obtaining the same), Xxxxx Distributing(c) furnishing to Landlord, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration commencement of any construction in the Premises, certificates evidencing comprehensive public liability insurance with limits per occurrence of not less than $[...***...] with an additional $[...***...] umbrella policy, and property damage insurance with limits per occurrence of not less than $[...***...], covering Tenant's Contractor's and subcontractors' operations in the Premises and the Building (including any liability arising out of work involving Hazardous Materials) and builders' risk insurance providing coverage in an amount equal to the full value of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt Improvements upon completion thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenantall such insurance naming Landlord as an additional insured, and upon Landlord's request also naming any or all of the Indemnitees (as defined in Section 13. a. of the Lease) or as additional insureds, (D) performing the construction work in accordance with the form prescribed by reasonable standards and procedures which Landlord may promulgate from time to time for the safe and orderly progress of construction (the "Construction Procedures"), and (E) performing the construction work in a good and workmanlike manner and in accordance with applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, Legal Requirements and in such eventmanner as to preclude disturbance of other tenants and occupants of the Buildings and, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA any work the sound levels or other effects of which would disturb other tenants or occupants of the Buildings, performing such work during other than business hours. Landlord shall have no responsibility for purposes of satisfying furnishing any security services in or about the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect Building or Premises to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser safeguard Tenant's construction of the Tenant Estoppel Certificate executed by DGAImprovements or materials in connection therewith.

Requirements. Receipt of estoppel certificates Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (the collectively an “Tenant Estoppel Certificatesalteration”) from Encore Glasswithout the prior written consent of Landlord, Inc. (“Encore”)which consent shall not be unreasonably withheld or delayed. In the event Tenant proposes to make any alteration, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), Tenant shall, subject prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the terms accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials established by Landlord for the Building. In addition, each alteration shall be performed in compliance with all applicable governmental and insurance company laws, regulations and requirements. Each alteration shall be performed by union contractors if required by Landlord and in harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant’s sole cost and expense in accordance with the provisions of Section 7.2.3(b)16 of this Lease (provided that with respect to any alteration, be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Landlord notifies Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration installation of the Due Diligence Period (and, in each case, are such alteration that such removal will be required and if Landlord does not cured or satisfied by Seller prior to the Closing), so notify Tenant then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligationsno obligation to remove such alteration). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement herein to the contrary, if Seller Tenant shall remove from the Premises any cables or wires installed by Tenant in the Premises. Tenant acknowledges that the Premises may constitute a place of public accommodation or a commercial facility under Title III of the Americans with Disabilities Act (the “ADA”) and that the ADA is unable applicable to obtain both an owner and a lessee of a place of public accommodation or commercial facility. Tenant further acknowledges that under the ADA any structural alteration to the Premises must comply with accessibility standards set forth in the rules promulgated by the Department of Justice at 28 C.F.R. 36,101 et. seq. in the event Tenant Estoppel Certificate from DGAmakes any structural alteration to the Premises which would require compliance with Title III of the ADA and the accessibility standards promulgated by the Department of Justice, Seller Tenant agrees to design and build such structural alterations so as to comply with the ADA and the accessibility standards. Notwithstanding any of the foregoing to the contrary, Landlord shall be responsible for any and all alterations to the Building outside of the Premises required to comply with the ADA and the accessibility standards. Nothing contained herein shall be construed to modify the requirement that any alteration to the Premises must have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Sellerprior written approval of Landlord, and such approval, if given, shall not be construed to be a waiver by Landlord of Tenant’s obligations and agreements as set forth in such eventthis Section 10. Notwithstanding anything in this Section 10 to the contrary, Seller Landlord’s consent shall not be deemed to have delivered the Tenant Estoppel Certificate required with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser alterations which satisfy all of the Tenant Estoppel Certificate executed by DGA.following criteria (hereinafter referred to as “Permitted Alterations”):

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Premises is located and rated not less than financial class VII, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. same insurance company shall provide the coverages described in Sections 20.1 (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”a) and DGA20.1 (d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord's request, Landlord's mortgagees and ground lessors of which Tenant has been informed in writing, as additional insureds (“DGA”), shall, subject and with respect to the terms insurance described in Sections 20.1 (a) and (d) above, as loss-payees) thereunder, all as their respective interests may appear; (d) shall not have a deductible amount exceeding Fifty Thousand Dollars ($50,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord's mortgagees and ground lessors shall be primary, and any insurance carried by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker's compensation insurance, contain an endorsement that the insurer waives its right to subrogation as described in Section 7.2.3(b)21 below; and (g) require the insurer to notify Landlord (and the mortgagees and ground lessors of Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any change, be a condition precedent reduction in coverage, cancellation or other termination thereof. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain placing of the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse required insurance, but in no event later than sixty (60) days prior to the purchase Commencement Date, certificates from the insurance company evidencing the existence of such insurance and Tenant's compliance with the Property, and such matters have foregoing provisions of this Section 20. Tenant shall cause replacement certificates to be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied by Seller prior to furnished within the Closing)time(s) specified herein, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation, following at least an additional five (5) business days' notice to deliver Tenant, to Purchaser on procure such policies and certificates at Tenant's expense. Despite any provision to the Closing Date contrary in this Section 20, Tenant's obligation to carry the specified insurance may be brought within the coverage of a certificate (a “Seller’s Estoppel Certificate”) in so-called blanket policy or policies of property insurance carried and maintained by Tenant, provided, however, that the form attached hereto as Exhibit K-2, executed by Sellercoverage afforded Landlord, and in such event, Seller shall Landlord's mortgagees (if any) will not be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser reduced or diminished by reason of the Tenant Estoppel Certificate executed by DGAuse of such blanket policy of insurance.

Requirements. Receipt of estoppel certificates (Upon College’s express written approval, Licensee shall have the “Tenant Estoppel Certificates”) from Encore Glassright to install and construct, Inc. (“Encore”)at its sole cost and expense, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject alterations to the terms Premises, such as lighting and electrical and communication systems, permanent classroom fixtures, and plumbing improvements. In the event Licensee makes any Alteration to the Premises, all contracts shall contain the following provisions: (i) all contractors shall be required to provide Commercial General Liability with primary, non- contributory coverage of Section 7.2.3(b)no less than $2,000,000 per occurrence, $2,000,000 aggregate coverage; Worker’s Compensation and Employer’s Liability of no less than $2,000,000; Commercial Vehicle Insurance of no less than $2,000,000; (ii) College, its officers, agents , employees, volunteers and their successors and assigns, shall be “additional insureds” on all coverage; (iii) Licensee shall procure Performance and Payment Bonds, Builder’s Risk Insurance or other Property Insurance on the Full Replacement Value of the Premises; (iv) all contractors as a condition precedent to Purchaser’s obligation payment shall be required to purchase provide Licensee current contractor sworn statements, including the Property. Seller shall use commercially reasonable efforts names, addresses, the amount due and to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse become due all contractors; (v) to the purchase of the Propertyextent required by law, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser laborers shall be deemed acceptable unless Purchaser objects to paid the applicable Tenant Estoppel Certificate not later than two prevailing wage in accordance with Illinois law; (2vi) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates Final Payment shall not be a breach made until all Final Waivers of Lien are provided by each entity listed on the contractor’s sworn Schedule of Values; (vii) Licensee shall secure all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements for public and private school buildings; (viii) If requested by College, Licensee shall deposit with College, prior to commencement of the alteration, security for payment and completion of the alteration in form and amount required by College. No financing agreement entered into by Licensee shall assign, pledge or default by Seller under this Agreementencumber the buildings or site, and shall only be a failure of a condition to closing for Purchaser’s benefitany equipment, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall befixtures or improvements that are constructed upon, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed within or attached to the Closingbuilding or grounds. To the fullest extent permitted by law, Licensee shall defend, indemnify and hold harmless the College, its Board members, officers, agents and assigns from any loss or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositdamage, including attorneys' fees, resulting from such alteration to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAPremises.

Requirements. Receipt Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of estoppel certificates (Landlord, which consent shall not be unreasonably withheld. In the “event Tenant Estoppel Certificates”) from Encore Glassproposes to make any alteration, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), Tenant shall, subject prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant agrees to pay Landlord's reasonable charges for review of all such items and supervision of any alteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the terms accuracy, adequacy, sufficiency or propriety of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase such plans and specifications or the Propertyquality of workmanship or the compliance of such alteration with applicable law. Seller Tenant shall use commercially reasonable efforts to obtain pay the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase entire cost of the Propertyalteration and, and such matters have not been disclosed to Purchaser if requested by Landlord, shall deposit with Landlord prior to the expiration commencement of the Due Diligence Period (andalteration, security for the payment and completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in each case, are not cured or satisfied accordance with the plans and specifications approved by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this AgreementLandlord, and shall only be a failure meet or exceed the standards for construction and quality of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement materials established by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except Landlord for the Surviving Obligations)Building. Seller mayIn addition, each alteration shall be performed in compliance with its obligations hereunderall applicable governmental and insurance company laws, deliver regulations and requirements. Each alteration shall be performed by union contractors if required by Landlord and in harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Tenant Estoppel Certificates Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to EncoreTenant; provided, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contraryhowever, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller that Landlord shall have the right (but not to require Tenant to remove such alteration at Tenant's sole cost and expense in accordance with the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes provisions of satisfying the condition under Section 15 of this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALease.

Requirements. Receipt Concurrently with Tenant’s execution of estoppel certificates this Lease, Tenant shall deliver to Landlord as protection for the full and faithful performance by Tenant of all of the obligations under this Lease and for all damages Landlord may suffer (the or that Landlord reasonably estimates it may suffer) as a result of any breach or default under this Lease, an irrevocable and unconditional, negotiable standby letter of credit (“Tenant Estoppel CertificatesLetter of Credit”) from Encore Glass, Inc. in the amount of Five Hundred Thousand Dollars (“Encore”$500,000 00), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms and conditions of Section 7.2.3(b)this Article 23. The Letter of Credit shall be issued by a solvent, nationally recognized bank having its principal office within the United States of America (the “Bank”) and shall be capable of being drawn upon at a condition precedent to Purchaser’s obligation to purchase location in the PropertyCity of San Francisco. Seller The Letter of Credit shall use commercially reasonable efforts to obtain reflect Landlord as beneficiary. The form and terms of the Tenant Estoppel Certificates. If Letter of Credit and the Tenant Estoppel Certificates disclose matters which are materially adverse issuer issuing same shall be subject to the purchase review and approval of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (andLandlord, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaserits sole discretion. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the ClosingLandlord, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositits managing agent, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not to draw down an amount up to the obligation) face amount of the Letter of Credit upon presentation to deliver the issuer of Landlord’s written statement that Landlord is entitled to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in funds represented by such Letter of Credit if any of the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller following shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of occurred or are applicable: (i) ninety such amount is due to Landlord under the terms and conditions of this Lease after any applicable notice and cure period expressly set forth in this Lease; provided that if Landlord is prevented from delivering a notice of default to Tenant for any reason, including, without limitation, because Tenant has filed a voluntary petition, or an involuntary petition has been filed against Tenant, under the U.S. Bankruptcy Code or any state bankruptcy code (90) days following the Closing Date collectively, “Bankruptcy Code”), then no such notice and cure period shall be required; (ii) Tenant has filed a voluntary petition under the Bankruptcy Code; (iii) an involuntary petition has been filed against Tenant under the Bankruptcy Code; or (iv) the Bank has notified Landlord that it intends to revoke the Letter of Credit or the Letter of Credit will not be renewed or extended. The Letter of Credit shall provide that the issuer of the Letter of Credit shall deliver to Landlord at least thirty (30) days written notice prior to revoking, terminating or failing to renew the Letter of Credit. The issuer will honor the Letter of Credit regardless of whether Tenant disputes Landlord’s right to draw on the Letter of Credit Landlord shall be required to give Tenant written notice prior to or concurrently with, any drawing upon the Letter of Credit. The Letter of Credit must permit multiple presentation or drawings and partial drawings. In the event Landlord draws on the Letter of Credit, Tenant shall within ten (10) days after the date of delivery to Purchaser such draw cause the amount of the Tenant Estoppel Certificate executed by DGALetter or Credit to be increased to its original amount.

Requirements. Receipt If Tenant elects to utilize a letter of estoppel certificates credit (“LOC”) for the security deposit, Tenant shall deposit with Landlord, at no cost to Landlord, an irrevocable standby letter of credit (the “Tenant Estoppel CertificatesLOC”) from Encore Glassin favor of Landlord for the account of Tenant in the amount of $[***], Inc. issued by a bank acceptable to Landlord (the “Encore”), Xxxxx Distributing, Inc. (“XxxxxBank”) as security for the performance by Tenant of the provisions of the Lease. Until and DGA, Inc. (“DGA”), shall, subject unless Tenant resumes [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the terms of omitted portions. providing the pledged securities in accordance with Section 7.2.3(b)8.1 above, be a condition precedent to Purchaser’s obligation to purchase Tenant shall maintain the Property. Seller shall use commercially reasonable efforts to obtain LOC in effect at all times during the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase term of the PropertyLease and for [***] after the later of expiration of the Lease or satisfaction of all of Tenant’s obligations under the Lease. The LOC shall be in form and content acceptable to Landlord and be issued for a minimum of [***]. Landlord shall have the right to draw on the LOC if Tenant breaches any of its obligations under the Lease and fails to cure the breach within any applicable cure period, Landlord may elect either to draw the LOC in full or in a lesser amount. To the extent that Landlord applies funds drawn to cure a Tenant breach, Tenant shall immediately after notice restore the amount drawn on the LOC. Tenant shall cause the existing LOC to be extended or renewed for an additional year or a replacement LOC be issued to Landlord and such matters have not been disclosed delivered to Purchaser Landlord at least thirty (30) days prior to the expiration date of the Due Diligence Period then existing LOC. If a renewal or replacement LOC is not delivered to Landlord thirty (and, in each case, are not cured or satisfied by Seller 30) days prior to expiration, Tenant shall be in default under the Closing)Lease, then and Landlord shall be permitted to draw the applicable Tenant Estoppel Certificate shall not satisfy full amount under the LOC. The sole condition to Closing set forth herein for payment by the benefit of Purchaser. Once issuer under the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for PurchaserLOC’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to receipt by the applicable Tenant Estoppel Certificate not later than two issuer of a written certification from Landlord either (2a) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be that a breach or default by Seller Tenant of its obligations under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in the Lease has occurred which event Purchaser’s sole recourse hereunder in the event of has not been cured within any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closingapplicable cure period, or (iib) terminate this Agreement that the existing LOC will expire within 30 days and has not been renewed or replaced by written notice delivered a new LOC acceptable to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALandlord.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore GlassLessee shall not make or suffer to be made any Alterations in, Inc. (“Encore”)on, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject or to the terms Premises or any part thereof which will cost in excess of Section 7.2.3(b)$5,000.00 without the prior written consent of Lessor, which consent will not be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificatesunreasonably withheld or delayed. If the Tenant Estoppel Certificates disclose matters which are materially adverse Lessor fails to the purchase respond within 30 days of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall bewritten request for consent to Alterations, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller Alterations shall be deemed to have delivered been approved provided that the Tenant Estoppel Certificate with respect written request contains a prominent warning of the date which is the deadline and that failure to DGA for purposes of satisfying the condition under respond by such deadline will constitute deemed consent pursuant to this Section 4.5of the Lease. Any such Alterations in, on, or to the Premises, except for Lessee's movable furniture and equipment, shall immediately become Lessor's property and, at the end of the term hereof, shall remain on the Premises without compensation to Lessee. In additionthe event Lessor consents to the making of any such Alterations by Lessee, Seller the same shall be released from made by Lessee, at Lessee's sole cost and expense, in accordance with plans and specifications approved by Lessor, and any liability with respect contractor or person selected by Lessee to make the same must first be approved in writing by Lessor. If the Alterations shall be made by Lessor for Lessee's account, Lessee shall reimburse Lessor for the cost thereof within twenty (20) days after receipt of a statement, setting forth the actual cost of such Seller’s Estoppel Certificate Alterations. In any event Lessee shall pay Lessor a reasonable administrative charge. If removal was reasonably made a condition of the consent to the alterations, upon the expiration or sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser termination of the Tenant Estoppel Certificate executed Lease Term, Lessee shall, upon demand by DGALessor, at Lessee's sole cost and expense forthwith and with all due diligence, remove any or all Alterations made by or for the account of Lessee designated by Lessor to be removed, and Lessee shall forthwith, and with all due diligence, at its sole cost and expense, repair and restore the Premises to their original condition, subject to ordinary wear and tear.

Requirements. Receipt All insurance required under this Article 9 shall be ------------ issued by such good and reputable insurance companies qualified to do and doing business in California and having a rating of estoppel certificates not less than "A-X" as rated in the most current copy of Best's Insurance report in the form customary to the locality. All such Lessee insurance shall include (the “Tenant Estoppel Certificates”i) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, an endorsement expressly providing that such policies shall not be cancelable or subject to the terms reduction of Section 7.2.3(b), coverage or otherwise be a condition precedent subject to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse modification except after thirty (30) days' prior written notice to the purchase parties named as insureds in this Article 9, (ii) an endorsement providing that Lessor, its successors, assigns, and nominees holding any interest in the Premises, including without limitation any ground lessor and the holder of any mortgage, shall be named as additional insureds under each such policy of insurance maintained by Lessee pursuant to this Lease, (iii) an endorsement providing that such insurance as is afforded under Lessee's policy is primary as respects lessor and that any other insurance maintained by Lessor is excess and non-contributing with other insurance required under this Article 9, (iv) an endorsement deleting any employee exclusion on personal injury covered, (v) an endorsement including employees as additional insureds, (vi) an endorsement deleting any liquor liability exclusion and (vii) an endorsement providing for coverage of employer's automobile liability. All such insurance shall provide for severability of interests; shall provide that an act or omission of one of the Propertynamed insureds shall not reduce or avoid coverage to the other named insured; and shall afford coverage for all claims based on acts, omissions injury and such matters have damage which claims occurred or arose (or the onset of which occurred or arose) in full or in part during the policy period. Expiration of Lessee's policy shall not been disclosed limit recovery thereunder; "claims made" insurance policies are not acceptable to Purchaser satisfy Lessee's insurance requirements under this Article 9. Lessee shall furnish to Lessor, upon the Commencement Date and thereafter within thirty (30) days prior to the expiration of each such policy, a Certificate of Insurance and endorsement(s) affording evidence of the Due Diligence Period (andabove insurance requirements issued by the insurance carrier of each policy of insurance carried by Lessee pursuant hereto. If at any time during the Term of this Lease the amount or coverage of insurance which Lessee is required to carry under this Article 9 is, in each caseLessor's reasonable judgment, are not cured materially less than the amount or satisfied type of insurance coverage typically carried by Seller prior to the Closing)lessees of Comparable Buildings, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Lessor shall have the right (but not to require Lessee to increase the obligation) to deliver to Purchaser on amount or change the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes types of satisfying the condition insurance coverage required under this Section 4.5Article 9. In addition, Seller Lessee shall be released from any liability with respect submit annually to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser Lessor a copy of the Tenant Estoppel Certificate executed by DGAinsurance limits then in effect.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glassshall not make any addition, Inc. (“Encore”)alteration, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject improvement to the terms Premises (or remove same from the Premises) without the prior written consent of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters Landlord (which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates consent shall not be a breach unreasonably withheld or default by Seller under this Agreementdelayed), and shall only be a failure including, without limitation, any tenant improvement work which Tenant desires to make for Tenant’s initial occupancy of a condition the Premises, or any alteration to closing the Premises which Tenant desires to make after Tenant’s initial occupancy of the Premises. Any tenant improvement, alteration, replacement or removal work which Tenant desires to perform in or for Purchaserthe Premises is hereinafter called “Tenant’s benefit, in which event Purchaser’s sole recourse hereunder in Work”. In the event of Tenant proposes to perform any Tenant’s Work, Tenant shall, prior to commencing such failure shall beTenant’s Work, in Purchaser’s sole and absolute discretion, submit to either Landlord for prior written approval: (i) waive the requirement regarding the initial detailed plans and specifications (and Tenant Estoppel Certificates shall thereafter submit to Landlord for approval, any and proceed all proposed changes to the Closing, such plans and specifications or Tenant’s Work); (ii) terminate this Agreement sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) a detailed cost estimate, certified by written notice delivered to Seller the architect who prepared the plans and specifications; (iv) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (v) certificates of insurance in which event Escrowee shall return form and amounts reasonably required by Landlord, naming the Deposit, to the extent deposited with Escrowee, to Purchaser Landlord Parties as additional insureds; and no party hereto shall have any further obligations (vi) all other documents and information as Landlord may reasonably request in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Leasesuch Tenant’s Work. Notwithstanding anything contained in this Agreement the foregoing to the contrary, if Seller is unable to obtain Landlord’s consent and the Tenant Estoppel Certificate from DGA, Seller foregoing submittals shall have the right not be required for any Tenant’s Work (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel CertificateCosmetic Work”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of that: (i) ninety (90) days following the Closing Date is of a cosmetic nature such as painting, wallpapering, and installing carpeting; (ii) will not affect the date of delivery to Purchaser electrical, mechanical (HVAC), plumbing, life safety or other systems or structure of the Building; and (iii) does not require work to be performed inside the walls or above the ceiling of the Premises; provided, however, that the performance of Cosmetic Work shall remain subject to all of the other provisions of this Section 10. If requested by Landlord (but only if the cost of Tenant’s Work will exceed $25,000), Tenant Estoppel Certificate executed shall deposit with Landlord prior to the commencement of any Tenant’s Work, security for the payment and completion of such Tenant’s Work in form and amount required by DGALandlord. Tenant shall pay to Landlord within thirty (30) days after billing, an amount equal to the sums paid by Landlord for third party examination of Tenant’s plans and specifications for any Tenant’s Work (excluding Cosmetic Work). Landlord’s approval of any Tenant’s Work shall not constitute a representation by Landlord that such Tenant’s Work complies with applicable Laws or will be adequate for Tenant’s use. All Tenant’s Work shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord as aforesaid, and shall meet or exceed the standards for construction and quality of materials established by Landlord for the Building. All Tenant’s Work shall be performed in compliance with all applicable Laws and insurance requirements.

Requirements. Receipt Tenant shall, at its expense, comply with, or cause to be complied with, all insurance requirements imposed by insurers providing insurance to Tenant hereunder, and all current and future laws, statutes, ordinances and regulations of estoppel certificates federal, state, county and, municipal authorities including, but not limited to, the Americans With Disabilities Act (the “Tenant Estoppel Certificates”) from Encore Glasscollectively, Inc. (“Encore”"Laws"), Xxxxx Distributingthe Covenants and Agreements and those to which the Premises or this Lease is later made in accordance with this Lease, Inc. (“Xxxxx”) and DGAwhich shall impose any duty or obligation on the Premises or the owner thereof including, Inc. (“DGA”)but not limited to, shall, subject a duty to construct additional improvements or modify the Improvements or with respect to the terms conduct of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse Tenant's business therein to the purchase of extent the Propertylast date for mandatory compliance falls within the Term; provided, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (andhowever, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit event of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than a required compliance with laws if two (2) Business Days following actual receipt thereof. The failure of Seller to deliver years or less remain in the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, Term and shall only be a failure the cost of a condition to closing for Purchaser’s benefitmandated improvement or alteration (competitively bid) exceeds the sum of One Hundred Thousand and No/100 Dollars ($100,000.00), in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, unless nullified by Landlord as provided in compliance with its obligations hereunderSection 13.2 hereof, deliver terminate the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate Lease effective upon the sooner to occur of (i) ninety (90) days following notice to Landlord and in the Closing Date event of such termination shall have no obligation to construct such additional improvements or modify the Improvements to comply with such laws. Tenant shall, together with its notice of termination, provide Landlord with copies of all bids secured by Tenant to perform such improvement or alteration and (ii) any plans or specifications prepared by or for Tenant. Tenant shall have the date right at Tenant's own expense, to object to and appeal from any administrative or judicial decision requiring compliance and Landlord shall cooperate at Tenant's expense with any such appeal and/or objection by Tenant. In the event compliance shall require improvements or alterations to the Premises during the Term and Tenant is obligated to perform the same as provided for in this Section 13.1, Tenant shall, at Tenant's sole expense, construct such improvements in accordance with the provisions for Tenant's alterations contained in Article IX of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAthis Lease.

Requirements. Receipt Upon Buyer’s request, and upon reasonable advance notice by Buyer, for a period of estoppel certificates two (2) years after the “Tenant Estoppel Certificates”Close of Escrow, and solely for purposes of enabling Buyer to comply with its disclosure obligations under the federal securities laws, Seller shall make all of Seller’s written or electronic records then in its possession with respect to the Property (other than Confidential Information and subject to applicable law, contract rights of third parties and any applicable privileges (including, without limitation, the attorney-client privilege)) available during normal business hours to Buyer for inspection and copying by Buyer’s designated representatives. Without limitation of the foregoing, Buyer or its designated independent or other accountants may audit the financial statements and operating statements provided to Buyer as part of the Property Documents or subsequently reviewed under this Section 10.4, and Seller shall supply such written or electronic documentation then in its possession (other than Confidential Information and subject to applicable law, contract rights of third parties and any applicable privileges (including, including without limitation, the attorney-client privilege)) as Buyer or its accountants may reasonably request in order to complete such audit. The foregoing notwithstanding, Seller shall not be obligated to make any work papers available to any person or entity unless and until such person or entity has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. All such inspection and copying shall be done in such a manner so as not to unreasonably interfere with the normal conduct of the operations of Seller and Buyer shall treat the same and the contents thereof as confidential and not disclose such documents or the contents thereof to any person or entity, other than the designated representatives of Buyer who need to know the same for the purposes specified in the first sentence of this Section 10.4, except as required by applicable law. Seller may require, as a condition to furnishing any information or documents, that (a) the recipients thereof sign a non-disclosure agreement in form and substance acceptable to Seller and (b) Buyer shall, and shall cause its affiliates and representatives to, enter into a customary joint defense agreement with any one or more of Seller, its affiliates and/or the Seller Constituent Parties with respect to any information or documents to be provided to Buyer or Buyer’s designated representatives pursuant to this Section 10.4. Buyer shall reimburse Seller promptly in advance for all reasonable out-of-pocket expenses (including, without limitation, compensation payable to employees of Seller) incurred or to be incurred by Seller, its affiliates and/or the Seller Constituent Parties (as defined below) in complying with any request by or on behalf of Buyer or Buyer’s designated representatives in connection with this Section 10.4. Buyer shall indemnify and hold harmless Seller, its Affiliates and the Seller Constituent Parties from Encore Glassand against any actions, Inc. suits, proceedings, losses, damages, costs (“Encore”including without limitation attorneys’ fees and cost of investigation), Xxxxx Distributingcharges, Inc. expenses, liabilities, settlement payments, awards, judgments or fines that may be incurred by any of them arising out of or related to the use, storage or handling of (“Xxxxx”x) any personally identifiable information and DGA, Inc. (“DGA”), shall, subject y) any other information that is protected by applicable law (including privacy laws) or contract and to which Buyer or any of its designated representatives is afforded access pursuant to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA10.4.

Requirements. Receipt All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies acceptable to Landlord and Landlord’s lender and qualified to do business in the State of estoppel certificates California. Each policy shall name Landlord, Landlord’s agents and, at Landlord’s request, any mortgagee of Landlord as an additional insureds, as their respective interests may appear. Each policy shall contain (a) a cross-liability endorsement, (b) a provision that such policy and the “Tenant Estoppel Certificates”coverage evidenced thereby shall be primary and noncontributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, and (c) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject a waiver by the insurer of any right of subrogation against Landlord to the terms extent required under Section 22.6 below. A copy of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase each paid up policy (authenticated by the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase insurer) or certificate of the Propertyinsurer evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord before the date Tenant is first given the right of possession of the Premises, and thereafter within thirty (30) days after any demand by Landlord therefore. Landlord may, at any time and from time to time, inspect and/or copy any insurance policies required to be maintained by Tenant hereunder. No such matters have not been disclosed policy shall be cancelable except after thirty (30) days’ written notice to Purchaser Landlord and Landlord’s lender. Tenant shall furnish Landlord with renewals or “binders” of any such policy at least ten (10) days prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be a breach or default by Seller under this Agreement, required to) procure such insurance on Tenant’s behalf and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the charge Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations)premiums together with interest thereon at the Interest Rate, payable upon demand. Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not to provide such insurance coverage pursuant to blanket policies obtained by the obligation) Tenant, provided such blanket policies expressly afford coverage to deliver to Purchaser on the Closing Date a certificate (a “SellerPremises, Landlord, Landlord’s Estoppel Certificate”) in the form attached hereto mortgagee and Tenant as Exhibit K-2, executed required by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALease.

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the; Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not cured or satisfied by Seller prior including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the Closingterms of this Paragraph 19.A but subject to Paragraph 19.E (Assignment and Subletting: Permitted Transfers), then the applicable and Landlord may, at Landlord’s option. require that said acquiring entity also be named as a Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit under this Lease; however, a sale of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for PurchaserTenant’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a breach Change in Control Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Xxxxxxxx’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default by Seller under this AgreementLease and Landlord shall retain all of its rights under the Lease, and shall only be a failure of a condition including the right to closing for Purchaser’s benefitelect, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaserat Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent to any assignment, transfer or subletting, unless otherwise approved by Landlord in its reasonable discretion, in writing, Landlord shall require: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or then current market basic rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to Single Tenant/Single Parcel Initial: [***] security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease beyond the Lease Termination Date or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) (or one hundred percent (100%) during the Basic Rent Abatement Period) of all rents and/or additional consideration due Tenant from the assignees, transferees, or subtenants in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (as modified “Excess Rent”) (with said Excess Rent subject to make the statements contained therein factually correct terms of Paragraph 4.C (Rent: Late Charge) and Paragraph 22 (Bankruptcy and Default); provided, however, that before payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Xxxxxx to a third party broker not affiliated with respect Tenant and the costs of the tenant improvements specifically made for said subtenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to each tenant) assign or transfer Xxxxxx’s interest in the form prescribed by Lease or sublet the applicable LeasePremises or any portion thereof for any part of the Lease Term hereof. Notwithstanding anything contained Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Agreement Paragraph 19. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Xxxxxxxx’s review, and upon Xxxxxxxx’s approval of Xxxxxx’s request to sublease and/or assign, Tenant and the contraryassignee, if Seller is unable transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to obtain sublet the Tenant Estoppel Certificate from DGA, Seller entire Building and Landlord shall have the right (but not the obligation) to deliver to Purchaser terminate this Lease, in such event this Lease shall be terminated on the Closing Date date specified in Landlord’s notice of its election to so terminate the Lease; however, if Tenant does not have an uncured default at the time of its request to sublease and/or before the commencement date of said sublease, Xxxxxxxx agrees that Tenant may sublease up to one hundred percent (100%) of three (3) of the Facebook Leases buildings for a certificate total sublease term of three (a “Seller’s Estoppel Certificate”3) in the form attached hereto as Exhibit K-2, executed by Selleryears for each such sublease, and in such event, Seller [***]. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Building, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. [***] A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to have delivered be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the Tenant Estoppel Certificate with respect option of Landlord exercised by written notice to DGA for purposes of satisfying the condition Tenant, terminate this Lease. The leasehold estate under this Section 4.5Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. In additionAs a condition to its consent. Landlord shall require Tenant to pay all Landlord expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, Seller shall be released from any liability with respect to such Sellerincluding, but not limited to, Xxxxxxxx’s Estoppel Certificate upon costs, fees and expenses for the sooner to occur of (i) ninety (90) days following the Closing Date processing and (ii) the date of delivery to Purchaser administration of the consent documentation and Xxxxxxxx’s attorneys’ fees (if any). Landlord shall require Xxxxxx’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant Estoppel Certificate executed by DGAto remain liable to Landlord under the Lease. For all such consents required in this Paragraph 19.A, Tenant shall pay to Landlord, the Landlord’s Consent Fees as defined in Paragraph 8.G (Alterations and Additions: Processing and Administration Fees for Consent Documentation). Notwithstanding anything to the contrary herein, under no event will Landlord consent to an assignment or transfer of less than one hundred percent (100%) of the Leased Premises.

Requirements. Receipt of estoppel certificates Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (the collectively an “Tenant Estoppel Certificatesalteration”) from Encore Glasswithout the prior written consent of Landlord, Inc. (“Encore”)which consent will not be unreasonably withheld. In the event Tenant proposes to make any alteration, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), Tenant shall, subject prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s standard charges for review of all such items and supervision of the alteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the terms accuracy, adequacy, sufficiency or propriety of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase such plans and specifications or the Propertyquality of workmanship or the compliance of such alteration with applicable law. Seller Tenant shall use commercially reasonable efforts to obtain pay the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase entire cost of the Propertyalteration and, and such matters have not been disclosed to Purchaser if requested by Landlord, shall deposit with Landlord, prior to the expiration commencement of the Due Diligence Period (andalteration, security for the payment and completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in each case, are not cured or satisfied accordance with the plans and specifications approved by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this AgreementLandlord, and shall only be a failure meet or exceed the standards for construction and quality of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement materials established by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except Landlord for the Surviving Obligations)Building. Seller mayIn addition, each alteration shall be performed in compliance with its obligations hereunderall applicable governmental and insurance company laws, deliver regulations and requirements. Each alteration shall be performed by union contractors if required by Landlord and in harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Tenant Estoppel Certificates Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to EncoreTenant, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contraryprovided, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller however that Landlord shall have the right to require Tenant to remove any such alteration (but not other than Tenant’s Work described in Exhibit B) at Tenant’s sole cost and expense in accordance with the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes provisions of satisfying the condition under Section 16 of this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGALease.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”same insurance company shall provide the coverages described in Sections 20.1(a) and DGA20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord's request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (“DGA”)d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00) which deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, shalland any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (f) contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord (and any other additional insureds) in writing not less than thirty (30) days prior to any material change, subject reduction in coverage, cancellation or other termination thereof; and (h) contain a cross liability or severability of interest endorsement. Tenaxx xxxees to deliver to Landlord, as soon as practicable after the terms placing of Section 7.2.3(b)the required insurance, be a condition precedent to Purchaser’s obligation to purchase but in no event later than the Property. Seller shall use commercially reasonable efforts date Tenant is required to obtain such insurance as set forth in Section 20.1 above, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and Tenants compliance with the foregoing provisions of this Section 20). Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement policies or certificates to the purchase of the Property, and such matters have be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior furnished within the time(s) specified herein and such failure continues for more than ten (10) days following written notice thereof to the Closing)Tenant, then the applicable Tenant Estoppel Certificate shall not satisfy the condition be deemed to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, procure such policies and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord and/or Landlord's mortgagees and are authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “same insurance company shall provide the coverages described in Sections 20.1(a) and 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant Estoppel Certificates”as named insured thereunder and shall name Landlord and, at Landlord's request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) from Encore Glass, Inc. shall not have a deductible amount exceeding Five Thousand Dollars (“Encore”$5,000.00), Xxxxx Distributingwhich deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, Inc. and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (“Xxxxx”f) contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord (and DGAany other additional insureds) in writing not less than thirty (30) days prior to any material change, Inc. reduction in coverage, cancellation or other termination thereof; (“DGA”)h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, shallabsent such provision, subject result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the terms mortgage upon the happening of Section 7.2.3(b)a default thereunder, be a condition precedent or (iv) any change in title or ownership of the Premises. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts placing of the required insurance, but in no event later than the date Tenant is required to obtain such insurance as set forth in Section 20.1 above, certificates from the insurance company evidencing the existence of such insurance and Tenant's compliance with the foregoing provisions of this Section 20. Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse shall cause replacement certificates to the purchase of the Property, and such matters have be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied furnished within the time(s) specified herein, Landlord shall notify Tenant and Tenant shall have an additional five (5) business days following receipt of Landlord's notice to deliver the required certificates and if Landlord has not received such certificates by Seller prior the expiration of such five (5) business day period, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation, to procure such policies and certificates at Tenant's expense. Notwithstanding anything to the contrary in this Section 20.2, so long as The Willdan Group of Companies, a California corporation, is the Tenant under this Lease, the maximum deductible amount shall be increased from Five Thousand and No/100ths Dollars ($5,000.00) to deliver to Purchaser on the Closing Date a certificate Twenty Thousand and No/100ths Dollars (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA$20,000.00).

Requirements. Receipt All insurance provided for in this Master Lease shall (i) be maintained under valid and enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of estoppel certificates the Premises is located and having general policyholders and financial ratings of not less than "A-" and "X", respectively, in the then current Best's Insurance Report, and a claims paying ability rating from S&P of at least AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be available to Tenant on commercially reasonable terms from insurers with such ratings, (ii) name Landlord as an additional insured and, for the “Tenant Estoppel Certificates”casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (iii) from Encore Glassbe on an "occurrence" basis, Inc. (“Encore”)or, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use extent such insurance is not available at commercially reasonable efforts rates in Landlord's reasonable judgment, on a "claims-made" basis, (iv) cover all of Tenant's operations at the applicable Facility or portion of the Premises, (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to obtain Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (vi) be primary and provide that any insurance with respect to any portion of the Tenant Estoppel CertificatesPremises maintained by Landlord is excess and noncontributing with Tenant's insurance. If The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or either of them, may have by reason of any provision in any policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the Tenant Estoppel Certificates disclose matters which are materially adverse existence of the insurance required by this Master Lease and showing the interest of Landlord shall be provided to it prior to the purchase commencement of the PropertyTerm or, and such matters have for a renewal policy, not been disclosed to Purchaser less than ten (10) days prior to the expiration date of the Due Diligence Period policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: Fire and Extended Coverage with respect to each caseFacility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not cured less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); Commercial General Public Liability Coverage with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or satisfied property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; -8- Professional Liability Coverage with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; Worker's Compensation Coverage with respect to each Facility for injuries sustained by Seller prior Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; Boiler and Pressure Vessel Coverage with respect to the Closing)each Facility on any fixtures or equipment which are capable of bursting or exploding, then the applicable in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; Business Interruption and Extra Expense Coverage with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant Estoppel Certificate continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall not satisfy the condition be entitled to Closing set forth herein receive all proceeds of such business interruption insurance; and Deductibles/Self-Insured Retentions for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates above policies shall not be a breach or default by Seller under this Agreementgreater than Fifty Thousand Dollars ($50,000), and Landlord shall only be have the right at any time to require a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any lower such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, amount or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositset higher policy limits, to the extent deposited commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with Escroweedeductibles or self-insured retentions not greater than Fifty Thousand Dollars ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, to Purchaser as jointly determined by Landlord and no party hereto shall have any further obligations Tenant in connection herewith except for their respective reasonable judgment, the Surviving Obligations). Seller maydeductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in compliance with its obligations hereundertheir respective reasonable judgment, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made that would result in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto applicable policies being available at commercially reasonable rates, not to exceed Two Hundred Fifty Thousand Dollars (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA$250,000).

Requirements. Receipt During the Lease Term, IPTLH agrees that it shall not use or store in violation of estoppel certificates any applicable law, code, ordinance, rule, or regulation and shall not discharge, dump, or spill, or store any Hazardous Substances (hereinafter defined) on or about the “Tenant Estoppel Certificates”Property during the Term. If any such Hazardous Substances are introduced in any manner by the IPTLH, its agents or employees on or about the Property, all reasonable costs of removal incurred by, all liability imposed upon, or damages suffered by, the LCRDA, shall be borne by the IPTLH, which costs, liability, and damages IPTLH shall pay the LCRDA within ten (10) days of receipt of a properly documented invoice from Encore Glassthe LCRDA. In the event the IPTLH fails to reimburse the LCRDA for such costs, Inc. (“Encore”)liability, Xxxxx Distributingand damages as set forth above, Inc. (“Xxxxx”) the LCRDA shall have the right, at its election, to immediately take any appropriate legal action and DGAto immediately terminate this Ground Sublease without waiving the LCRDA’s rights to damages for the IPTLH’s failure to perform such work. The provisions of the immediately preceding provisions of this Paragraph to the contrary notwithstanding, Inc. (“DGA”)the LCRDA shall not be obligated to perform such environmental remediation and shall not be liable to the IPTLH for not performing such work. The rights granted to the LCRDA herein shall be in furtherance, shall, subject and not in limitation of any other rights the LCRDA may have pursuant to this Ground Sublease. XXXXX agrees to indemnify and hold the LCRDA harmless from any loss or claim for damages occasioned as a result of the IPTLH’s violation of the terms of Section 7.2.3(b)this Paragraph. IPTLH’s obligations and liabilities under this Paragraph shall survive the expiration or termination of this Ground Sublease. For the purposes of this Ground Sublease, be a condition precedent to Purchaser’s obligation to purchase the Property. Seller term “Hazardous Substances” shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters mean any and all toxic or hazardous substances, chemicals, materials or pollutants, of any kind or nature, which are materially adverse to the purchase of the Propertyregulated, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (andgoverned, restricted or prohibited by any federal, state or local law, decision, statute, rule, or ordinance currently in each case, are not cured existence or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach hereafter enacted or default by Seller under this Agreementrendered, and shall only be a failure of a condition to closing for Purchaser’s benefitinclude (without limitation), in which event Purchaser’s sole recourse hereunder in the event of any such failure shall beall oil, in Purchaser’s sole gasoline and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGApetroleum based substances.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Premises is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”same insurance company shall provide the coverages described in Sections 20.1(a) and DGA20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord's request, Landlord's mortgagees and ground lessors of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear, (“DGA”d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord's mortgagees and ground lessors shall be primary, shalland any insurance carded by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for workers compensation insurance, subject contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below: and (g) contain an undertaking by the terms insurer to notify Landlord (and the mortgagees and ground lessors of Section 7.2.3(b)Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any material change, be a condition precedent reduction in coverage, cancellation or other termination thereof. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (1 0) days after the date Tenant takes possession of all or any part of the Premises, certificates from the insurance company evidencing the existence of such insurance and such matters have Tenant's compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement certificates to be delivered to Landlord not been disclosed to Purchaser less than thirty (30) days prior to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement certificates are not cured or satisfied by Seller prior furnished within the time(s) specified herein, Tenant shall be deemed to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for be in material default under this Lease without the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach any additional notice or default by Seller under this Agreementcure period provided in Section 23.1 below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller Landlord shall have the right (right, but not the obligation) , to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, procure such policies and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAcertificates at Tenant's expense.

Requirements. Receipt Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating VIII/B+ in the most recent version of estoppel certificates Best's Key Rating Guide (provided that, in any event, the “Tenant Estoppel Certificates”) from Encore Glass, Inc. same insurance company shall provide the coverages described in Sections 20.1 (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”a) and DGA20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, Inc. at Landlord's request, Landlord's mortgagees and ground lessors of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (“DGA”d) shall not have a deductible amount exceeding Twenty-Five Thousand Dollars ($25,000.00); (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and Landlord's mortgagees and ground lessors shall be primary, shalland any insurance carried by Landlord or Landlord's mortgagees and ground lessors shall be excess and non-contributing; (f) except for worker's compensation insurance, subject contain an endorsement that the insurer waives its right to subrogation as described in Section 22 below: (g) contain an undertaking by the terms insurer to notify Landlord (and the mortgagees and ground lessors of Section 7.2.3(b)Landlord who are named as additional insureds) in writing not less than ten (10) days prior to any material change, be reduction in coverage, cancellation or other termination thereof; and (h) contain a condition precedent cross liability or severability of interest endorsement. Tenant agrees to Purchaser’s obligation deliver to purchase Landlord, as soon as practicable after the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase placing of the Propertyrequired insurance, but in no event later than ten (10) days after the date Tenant takes possession of all or any part of the Premises, certified copies of each such insurance policy (or certificates from the insurance company evidencing the existence of such insurance and such matters have not been disclosed Tenant's compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement policies or certificates to Purchaser prior be delivered to Landlord no later than ten (10) days after to the expiration of the Due Diligence Period (and, in each case, any such policy or policies. If any such initial or replacement policies or certificates are not cured or satisfied by Seller prior to furnished within the Closingtime(s), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.

Requirements. Receipt All insurance provided for in this Master Lease shall (I) be maintained under valid and enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of estoppel certificates the Premises is located and having general policyholders and financial ratings of not less than "A-" and "X", respectively, in the then current Best's Insurance Report, and a claims paying ability rating from S&P of at least AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be available to Tenant on commercially reasonable terms from insurers with such ratings, (II) name Landlord as an additional insured and, for the “Tenant Estoppel Certificates”casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (III) from Encore Glassbe on an "occurrence" basis, Inc. (“Encore”)or, Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use extent such insurance is not available at commercially reasonable efforts rates in Landlord's reasonable judgment, on a "claims-made" basis, (IV) cover all of Tenant's operations at the applicable Facility or portion of the Premises, (V) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to obtain Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (VI) be primary and provide that any insurance with respect to any portion of the Tenant Estoppel CertificatesPremises maintained by Landlord is excess and noncontributing with Tenant's insurance. If The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or either of them, may have by reason of any provision in any policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the Tenant Estoppel Certificates disclose matters which are materially adverse existence of the insurance required by this Master Lease and showing the interest of Landlord shall be provided to it prior to the purchase commencement of the PropertyTerm or, and such matters have for a renewal policy, not been disclosed to Purchaser less than ten (10) days prior to the expiration date of the Due Diligence Period policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to each caseFacility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not cured less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or satisfied property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Seller prior Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to the Closing)each Facility on any fixtures or equipment which are capable of bursting or exploding, then the applicable in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant Estoppel Certificate continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall not satisfy the condition be entitled to Closing set forth herein receive all proceeds of such business interruption insurance; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates above policies shall not be a breach or default by Seller under this Agreementgreater than Fifty Thousand Dollars ($50,000), and Landlord shall only be have the right at any time to require a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any lower such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, amount or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Depositset higher policy limits, to the extent deposited commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with Escroweedeductibles or self-insured retentions not greater than FIFTY THOUSAND DOLLARS ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, to Purchaser as jointly determined by Landlord and no party hereto shall have any further obligations Tenant in connection herewith except for their respective reasonable judgment, the Surviving Obligations). Seller maydeductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in compliance with its obligations hereundertheir respective reasonable judgment, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made that would result in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto applicable policies being available at commercially reasonable rates, not to exceed TWO HUNDRED FIFTY THOUSAND DOLLARS (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA$250,000).

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, are not cured or satisfied by Seller the prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit written consent of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall Landlord which consent will not be a breach or default by Seller under this Agreementunreasonably withheld. Notwithstanding the above, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 19.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such failure assignment, transfer and/or subletting shall bebe considered a default under this Lease and Landlord shall retain all of its rights under the Lease, in Purchaser’s including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting consent to any subletting, Landlord shall require that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably acceptable to Landlord, with said letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (vi) the Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from its subtenant in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for the subleased space (as modified “Excess Rent”) (with said Excess Rent subject to make the statements contained therein factually correct terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with respect Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to each tenant) assign or transfer Tenant’s interest in the form prescribed by Lease or sublet the applicable LeasePremises or any portion thereof for any part of the Term hereof. Notwithstanding anything contained Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Agreement Lease as to the contrary, if Seller is unable to obtain portion of the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser Premises described in Tenant’s notice on the Closing Date a certificate date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (a “Seller’s Estoppel Certificate”30) in the form attached hereto as Exhibit K-2day period, executed by SellerTenant may proceed to locate an acceptable sublessee, and in such eventassignee, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA or other transferee for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.Initial:

Requirements. Receipt The Letter of estoppel certificates Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office in Boston, Massachusetts, New York City or other location in the “Tenant Estoppel Certificates”continental United States reasonably acceptable to Landlord that accepts requests for draws on the Letter of Credit, (ii) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of Section 7.2.3(b)the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost (other than a condition precedent nominal processing charge not exceeding $250) to Purchaserany such successor or any lender holding a collateral assignment of Landlord’s obligation to purchase interest in the Property. Seller Lease, (iv) shall use commercially reasonable efforts to obtain be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse issuer shall, at least forty five (45) days prior to the purchase scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall either be in the form attached to this Lease as Exhibit D or be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the PropertyLetter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the last day of the Term. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall be in default or fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or be in default or fail to perform any of its obligations under the Lease and such matters have not been disclosed transmittal of a default notice is barred by applicable law, or fail to Purchaser prior to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Due Diligence Period Letter of Credit, or (andb) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in each caseaccordance with this Schedule. Without limiting the generality of the foregoing, are not cured or satisfied by Seller prior to the Closing)Landlord may, then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates but shall not be a breach or default by Seller under this Agreementobligated to, and shall only be a failure draw on the Letter of a condition Credit from time to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with its terms, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by the Landlord to cure any such failure shall be held by the Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of the Landlord, and no fiduciary relationship shall be created with respect to such deposit, nor shall the Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under this Lease after the giving of any applicable notice and the expiration of any applicable grace or cure period, or be in default or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by the Landlord of the Letter of Credit or cash security deposit, as the case may be, in Purchaser’s sole and absolute discretion, to either (i) waive Tenant shall reinstate the requirement regarding the Tenant Estoppel Certificates and proceed Letter of Credit to the Closingamount originally required to be maintained under the Lease, within ten (10) days after Landlord gives Tenant notice of such application (and after such a reinstatement of the Letter of Credit, any unapplied cash security deposit shall be returned to Tenant). Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within thirty (ii30) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return days after the Depositexpiration or sooner termination of the Term the Letter of Credit and any cash security deposit, to the extent deposited with Escroweenot applied, shall be returned to Purchaser and no party hereto the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with transfer its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made interest in the form Letter of Tenant Estoppel Certificate Credit or cash security deposit to the transferee. Notwithstanding anything to the contrary set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable this Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller Landlord shall be deemed responsible for such transfer of the Letter of Credit to have delivered a transferee until such transfer has been completed. Upon such transfer, the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller transferring Landlord shall be released by Tenant from any all liability with respect for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such Seller’s Estoppel Certificate upon a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the sooner to occur Letter of (i) ninety (90) days following Credit or the Closing Date monies deposited herein as security, and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed that neither Landlord nor its successors or assigns shall be bound by DGAany assignment, encumbrance, attempted assignment or attempted encumbrance.

Requirements. Receipt (c) Comply with any requirements of estoppel certificates any of the constituted public authorities, and with terms of any of Public State or Federal statute or local ordinance or regulation applicable to Lessee or his use of the demised Authorities premises, and save Lessor harmless from penalties, fines, costs or damages resulting from failure so to do. (d) Fire (d) Use every reasonable precaution against fire. (e) Rules and (e) Comply with rules and regulations of Lessor promulgated as hereinafter provided. Regulations (f) Surrender of (f) Peaceably deliver up and surrender possession of the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject demised premises to the terms Lessor at the Possession expiration or sooner termination of Section 7.2.3(b)this lease, be a condition precedent promptly delivering to Purchaser’s obligation Lessor at his office all keys for the demised premises. (g) Notice of (g) Give to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse Lessor prompt written notice of any accident, fire, or damage occurring on or to the purchase Fire, etc. demised premises. (h) Condition of (h) Lessee shall be responsible for the condition of the Propertypavement, curb, cellar, doors, awnings and such matters have not been disclosed Pavement others erections in the pavement during the term of this lease; shall keep the pavement free from snow and ice; and shall be hereby agrees that Lessee is solely liable for any accidents, due or alleged to Purchaser be due to their defective condition, or to any accumulations of snow and ice. (i) Agency on (i) The Lessee agrees that if, with the permission in writing of Lessor, Lessee shall vacate or decide Removal at any time during the term of this lease, or any renewal thereof, to vacate the herein demised prior to the expiration of this lease, or any renewal hereof, Lessee will not cause or allow any other agent to represent Lessee in any sub-sub-letting or reletting or the Due Diligence Period demised other than an agent approved by the Lessor and that should Lessee do so, or attempt to do so, the Lessor may signs that may be placed on or about the demised premises by such other agent without any liability to Lessor or to said agent, Lessee assuming all responsibility for such action. (and, in each case, are not cured or satisfied l) Indemnification (j) Indemnify and save Lessor harmless from any and all loss occasioned by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a Lessee's breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole of the convenants terms and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closingconditions of this lease, or (ii) terminate this Agreement caused by written notice delivered to Seller (in which event Escrowee shall return the Deposithis family, to the extent deposited with Escroweeguests, to Purchaser visitors, agents and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGAemployees.

Requirements. Receipt Except as otherwise provided herein, Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of estoppel certificates Landlord. In the event Tenant proposes to make any alteration (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”other than a Permitted Alteration as defined below), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), Tenant shall, subject prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all Governmental Requirements necessary to perform such alteration (other than Governmental Requirements relating to portions of the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase Property outside the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters Premises which are materially adverse to not directly affected by the purchase of the Propertyalteration at issue, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser which permits shall be deemed acceptable unless Purchaser objects to the applicable obtained by Landlord at its expense in a prompt manner); (iv) certificates of insurance in form and amounts reasonably required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be obligated to pay to Landlord any fees or charges for review of such items and supervision of the alteration except that after completion of the Improvements (as defined in Exhibit "E" attached hereto and incorporated herein) Tenant shall reimburse Landlord for any actual and reasonable out-of-pocket expenses incurred by Landlord in connection therewith. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a breach representation or default warranty by Seller under this AgreementLandlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of each alteration. Within sixty (60) days after completion of any alteration (including any Permitted Alteration and any improvements done by Tenant pursuant to Exhibit "E" attached hereto and incorporated herein), Tenant shall deliver to Landlord a detailed break-down of all costs of such alteration. Each alteration shall be performed in a good and workmanlike manner, in substantial accordance with the plans and specifications approved by Landlord, and shall only be a failure meet or exceed the standards for construction and quality of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement materials established by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except Landlord for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5Building. In addition, Seller each alteration shall be released from any liability performed in compliance with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date all applicable Governmental Requirements and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed insurance company requirements. Each alteration shall be performed by DGATenant's contractors in harmony with Landlord's employees, contractors and other tenants.

Requirements. Receipt Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof which would require a building permit without the prior written consent of estoppel certificates Landlord, which shall not be reasonably withheld, conditioned or delayed. Any such alterations, additions, or improvements in, on, or to said Premises, except for Tenant's movable furniture and equipment, shall immediately become Landlord's property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant's sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord. If the alterations, additions or improvements shall be made by Landlord for Tenant's account, Tenant shall reimburse Landlord for the cost thereof within twenty (20) days after receipt of a statement, setting forth the “actual cost of such alterations, additions or improvements. In any event, Tenant Estoppel Certificates”shall pay Landlord an administrative charge of fifteen percent (15%) from Encore Glassof the actual cost of such alterations, Inc. (“Encore”)additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Xxxxx DistributingTenant shall remove any or all alterations, Inc. (“Xxxxx”) additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and DGA, Inc. (“DGA”), shallTenant shall repair and restore the Premises to their original condition, subject to the terms ordinary wear and tear. Such removal, repair and restoration work shall be done promptly and with all due diligence at Tenant's sole cost and expense. The provisions of this Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller 12 shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse not apply to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable initial Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreement, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall be, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth Improvements described in Exhibit K-1 attached hereto (as modified C to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable this Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall be deemed to have delivered the Tenant Estoppel Certificate with respect to DGA for purposes of satisfying the condition under this Section 4.5. In addition, Seller shall be released from any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser of the Tenant Estoppel Certificate executed by DGA.

Requirements. Receipt of estoppel certificates (Tenant shall not assign, transfer, or hypothecate the “Tenant Estoppel Certificates”) from Encore Glassleasehold estate under this Lease, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject to the terms of Section 7.2.3(b), be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Propertyor any interest therein, and such matters have shall not been disclosed sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to Purchaser prior to occupy or use the expiration of the Due Diligence Period (andPremises, or any portion thereof, without, in each case, are not cured or satisfied by Seller the prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for the benefit written consent of Purchaser. Once the Tenant Estoppel Certificates have been executed by Encore and Xxxxx, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure of Seller to deliver the Tenant Estoppel Certificates shall Landlord which consent will not be a breach or default by Seller under this Agreementunreasonably withheld. Except as provided below, and shall only be a failure of a condition to closing for Purchaser’s benefit, in which event Purchaser’s sole recourse hereunder in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such failure assignment, transfer and/or subletting shall bebe considered a default under this Lease and Landlord shall retain all of its rights under the Lease, in Purchaserincluding the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any subletting, Landlord shall require for each such subletting, that: (i) waive the requirement regarding sublease be a triple net sublease and that the Tenant Estoppel Certificates and proceed to basic rent due under any such sublease be no less than the Closing, or then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee the sublease shall return require that the Deposit, to security deposit due under the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant Estoppel Certificate set forth under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of each approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from the subtenant in Exhibit K-1 attached hereto excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, in the event Tenant subleases all or any portion of the Premises during the first year of the Lease Term (scheduled for the period of 04/01/06 through 03/31/07) (“First Year Period”), one hundred percent (100%) of all rents BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 and/or additional consideration due Tenant from its subtenants during the First Year Period shall be payable by Tenant to Landlord and Tenant agrees that during said First Year Period Tenant shall not enter into any sublease whereby the subtenant receives free and/or reduced rent during the first twelve (12) months of the sublease term. Tenant shall, by fifteen (15) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within twenty (20) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as modified to make the statements contained therein factually correct portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said twenty (20) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to each tenant) less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the form prescribed by whole or any part of the applicable LeasePremises, without also having obtained the prior written consent of Landlord. Notwithstanding anything contained the above, in this Agreement no event shall Landlord consent to the contrarya sub-sublease. A consent of Landlord to one assignment, if Seller is unable to obtain the transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Sellerany of Tenant’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Seller, and in such event, Seller shall obligations hereunder or be deemed to have delivered be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the Tenant Estoppel Certificate with respect option of Landlord exercised by written notice to DGA for purposes of satisfying the condition Tenant, terminate this Lease. The leasehold estate under this Section 4.5Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. In additionAs a condition to its consent, Seller Landlord shall be released from require Tenant to pay all expenses in connection with any liability with respect and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such SellerLandlord’s Estoppel Certificate upon fees for the sooner to occur of (i) ninety (90) days following the Closing Date processing and (ii) the date of delivery to Purchaser administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant Estoppel Certificate executed by DGAto remain liable to Landlord under the Lease.

Requirements. Receipt of estoppel certificates (the “Tenant Estoppel Certificates”) from Encore Glass, Inc. (“Encore”), Xxxxx Distributing, Inc. (“Xxxxx”) and DGA, Inc. (“DGA”), shall, subject The requirements to the terms of Section 7.2.3(b), assert a valid written objection shall be a condition precedent to Purchaser’s obligation to purchase the Property. Seller shall use commercially reasonable efforts to obtain the Tenant Estoppel Certificates. If the Tenant Estoppel Certificates disclose matters which are materially adverse to the purchase of the Property, and such matters have not been disclosed to Purchaser prior to the expiration of the Due Diligence Period (and, in each case, are not cured or satisfied by Seller prior to the Closing), then the applicable Tenant Estoppel Certificate shall not satisfy the condition to Closing set forth herein for in the benefit Class Notice. To be valid, the written objection must be signed under penalties of Purchaser. Once perjury and must identify (1) the Tenant Estoppel Certificates have been executed by Encore name, address and Xxxxxtelephone number, as applicable, Seller shall submit the applicable Tenant Estoppel Certificate to Purchaser for Purchaser’s approval. The Tenant Estoppel Certificates received by Purchaser shall be deemed acceptable unless Purchaser objects to the applicable Tenant Estoppel Certificate not later than two (2) Business Days following actual receipt thereof. The failure the specific date(s) when the employee worked at Xxxxxx’x in Illinois, (3) all attorneys who assisted the employee in the preparation and filing of Seller the employee's objection, (4) a list of all other class action cases in which the employee or the employee's attorneys have submitted an objection to deliver the Tenant Estoppel Certificates shall not be a breach or default by Seller under this Agreementsettlement, and shall only be (5) a failure statement of a condition to closing for Purchaser’s benefitthe reasons why the employee believe the Court should find that the proposed settlement is not fair, in which event Purchaser’s sole recourse hereunder in the event of any such failure shall bereasonable, in Purchaser’s sole and absolute discretion, to either (i) waive the requirement regarding the Tenant Estoppel Certificates and proceed to the Closing, or (ii) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit, to the extent deposited with Escrowee, to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Seller may, in compliance with its obligations hereunder, deliver the Tenant Estoppel Certificates to Encore, Xxxxx and DGA in any form which does not materially vary from the representations made in the form of Tenant Estoppel Certificate set forth in Exhibit K-1 attached hereto (as modified to make the statements contained therein factually correct with respect to each tenant) or in the form prescribed by the applicable Lease. Notwithstanding anything contained in this Agreement to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from DGA, Seller shall have the right (but not the obligation) to deliver to Purchaser on the Closing Date a certificate (a “Seller’s Estoppel Certificate”) in the form attached hereto as Exhibit K-2, executed by Selleradequate, and in such event, Seller the best interests of the Settlement Class. Any Settlement Class Member who fails to object to the Settlement in the manner described in the Class Notice and consistent with this Section shall be deemed to have delivered waived any such objection, shall not be permitted to object to any terms or approval of the Tenant Estoppel Certificate with respect Settlement at the Final Approval Hearing, and shall be foreclosed from seeking any review of the Settlement or the terms of this Agreement by appeal or other means.‌‌‌ Class Members’ Rights to DGA for purposes Opt Out of satisfying or Object to the condition Settlement. Class Members will have the deadline set by the Preliminary Approval Order to (a) exclude themselves from this Settlement pursuant to the procedures set forth in the Class Notice, or (b) object to the settlement pursuant to the procedures set forth in the Class Notice. Failure to properly request exclusion or to object within this period waives any right to be excluded from or to object to the settlement. Any Class Member who timely and properly elects to be excluded shall not: (a) be bound by any order or judgment; (b) be entitled to relief under this Section 4.5Agreement; (c) gain any rights by virtue of this Agreement; or (d) be entitled to object to any aspect of this Agreement. In addition, Seller Any Class Member who fails to timely and properly object shall not be permitted to object to the approval of the Agreement and shall be released foreclosed from seeking any liability with respect to such Seller’s Estoppel Certificate upon the sooner to occur of (i) ninety (90) days following the Closing Date and (ii) the date of delivery to Purchaser review of the Tenant Estoppel Certificate executed settlement or the terms of this Agreement by DGAappeal or other means. Any Class Member who attempts both to object to and exclude themselves from this Agreement will be deemed to have excluded themselves and will forfeit the right to object to this Agreement or any of its terms.