satisfactory to ​ (but in no event shall a Tenant be required to deliver an estoppel certificate in form not required by its Lease), provided that ​ shall not be required to demand such certificates more frequently than two (2) times in any calendar year so long as no Trigger Period is continuing. ​ shall deliver to ​ each such estoppel certificate promptly upon ​’s receipt thereof, and shall use commercially reasonable efforts promptly to obtain same.

Estoppel, Acknowledgement and Reaffirmation. The Loan Parties hereby # acknowledge the existence of the Existing Default, # acknowledge # their Obligations under the Credit Agreement and the other Loan Documents and acknowledge that such Obligations are not subject to any credit, offset, defense, claim, counterclaim or adjustment of any kind (and, to the extent any Loan Party has any credit, offset, defense, claim, counterclaim or adjustment, the same is hereby waived by each such Loan Party), and # that as of the close of business on March 16, 2016, the aggregate outstanding principal amount of the Loans is $0.00 and the aggregate undrawn amount of all Letters of Credit is $8,172,900.74, # acknowledge that the Loan Documents executed by the Loan Parties are legal, valid and binding obligations enforceable against the Loan Parties in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in an action of law or in equity), # reaffirm that each of the Liens created and granted in or pursuant to the Credit Agreement and the other Loan Documents is valid and subsisting, # acknowledge that this Agreement shall in no manner impair or otherwise adversely affect such Obligations or Liens and # acknowledge that prior to executing this Agreement, the Loan Parties consulted with and had the benefit of advice of legal counsel of their own selection and have relied upon the advice of such counsel, and in no part upon the representations or advice of the Administrative Agent, any Lender or any counsel to the Administrative Agent, or any Lender concerning the legal effects of this Agreement or any provision hereof.

Estoppel and Financial Statements. Tenant fails to deliver the financial statements or the estoppel certificate to Landlord or a Landlord’s mortgagee or beneficiary under a deed of trust, as the case may be, within the time periods required by Paragraph 18 and Paragraph 19.

Electronic Certificates; Physical Certificates. The Warrants will be originally issued initially in the form of one or more Electronic Certificates. Electronic Certificates may be exchanged for Physical Certificates, and Physical Certificates may be exchanged for Electronic Certificates, upon request by the Holder thereof pursuant to customary procedures, including as set forth in [Section 3(g)].

Tenant-executed estoppel certificates (each an “Estoppel Certificate”) dated within thirty (30) days of the Closing Date either substantially in the form of Exhibit I attached hereto and made a part hereof (with blanks therein completed with information relevant to the subject Lease) or, if more restrictive, containing such information as is required pursuant to the terms of the subject Lease, in either case, from all of the Tenants; provided, however, that no Estoppel Certificate shall disclose any fact materially adverse to the applicable Tenant, such Tenant’s Lease, the Property or [[Organization B:Organization]] or materially inconsistent with the representations and warranties of [[Organization A:Organization]] provided herein; it being acknowledged and agreed that the obligation of [[Organization B:Organization]] to close the transactions contemplated by this Agreement shall not be contingent upon any particular existing Lease remaining in force and effect or remaining without default as of the Closing Date;

Estoppel Certificate or Subordination Agreement. Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 business days after a second notice requesting such document.

Officer’s Certificates. Purchaser shall have received a certificate from each Seller, signed on its behalf by an executive officer of such Seller and dated the Closing Date, to the effect that the conditions set forth in [Section 7.2(a)] and [Section 7.2(b)] have been fulfilled.

Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to Participant’s Designated Beneficiary. “Designated Beneficiary” means # the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or # in the absence of an effective designation by a Participant, “Designated Beneficiary” the Participant’s estate.

Compliance Certificates. (i) Concurrently with the delivery of the financial statements referred to in Section 5.06(a), a certificate of the independent registered public accounting firm rendering the report thereon stating whether, in connection with their audit examination, any condition or event has come to their attention which would cause them to believe that any Default or Event of Default with respect to accounting matters existed on the date of such financial statements and, if such a condition or event has come to their attention, specifying in reasonable detail the nature and period, if known, of existence thereof (which certificate may be limited to the extent required by accounting rules and guidelines), provided that, unless such certificate is delivered under the ABL Documents, the Borrower shall not be required to deliver such certificate if, notwithstanding its commercially reasonable efforts to have obtained such certificate, it is unable to obtain it by date of the delivery of the financial statements referred to in Section 5.06(a), and (ii) concurrently with the delivery of the financial statements referred to in Sections 5.06(a) and 5.06(b), a duly completed Compliance Certificate signed by a Financial Officer of the Borrower, which shall, among other things, # state whether any change (other than any change set forth in the notes to such financial statements) in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under Section 5.06(a) or 5.06(b) (or, prior to the first such delivery, referred to in Section 4.06) and, if any such change has occurred, setting forth in reasonably detail such change and # in the case of any such Certificate delivered concurrently with the delivery of the financial statements referred to in Section 5.06(a), set forth a reasonably detailed calculation of Excess Cash Flow for the applicable fiscal year; # Projections. Within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2014, a certified copy of the Borrower’s forecasted consolidated (and, if reasonably requested by the Administrative Agent, consolidating by operating segment) # balance sheet, # profit and loss statement, # cash flow statement and # capitalization statement, in each case as of the last day of or for each of the two fiscal years immediately following the end of such fiscal year, together with appropriate supporting details and a statement of underlying assumptions in a format consistent with the Projections and otherwise reasonably acceptable to the Administrative Agent;

Governmental Certificates. Certificates of the appropriate government officials of the state of incorporation or organization of Borrower and each other Obligated Party as to the existence and good standing of Borrower and each other Obligated Party, each dated within thirty (30) days prior to the date of the initial Credit Extension;