America Online 2010 Annual Report Download - page 155

and interest of Seller in and to that certain Right of Entry and License Agreement by and between Seller and TCG Virginia, Inc. dated March 5,
2010 (the "TCG Agreement") and Purchaser shall assume and agree to be bound by all of the covenants, agreements and obligations of Seller
under the TCG Agreement.
6.3.4 Seller shall have the right to execute such site plan amendments and modifications requested by Raytheon Company ("Raytheon") in accordance
with the terms of that certain Office Lease for Pacific Corporate Park (22110 Pacific Boulevard, 22260 Pacific Boulevard, and 22270 Pacific
Boulevard) dated March 6, 2009, as amended (the "22110 Lease"), and that certain Office Lease for Pacific Corporate Park (22265 Pacific
Boulevard) dated March 6, 2009, between Raytheon and Seller, as amended (the "22265 Lease" and together with the 22110 Lease, the
"Raytheon Lease").
6.4 Estoppel Certificates.
6.4.1 Seller shall use its commercially reasonable efforts (without incurring any additional expense) to obtain and deliver to Purchaser prior to the
Closing Date a statement in writing from Raytheon in the form attached hereto as Exhibit I-1 for the 22110 Lease (the "22110 Estoppel") and a
statement in writing from Raytheon in the form attached hereto as Exhibit 1-2 for the 22265 Lease (the "22265 Estoppel" and together with the
22110 Estoppel, the "Raytheon Estoppel Certificates").
6.4.2 Seller shall use its commercially reasonable efforts (without incurring any additional expense) to obtain and deliver to Purchaser prior to the
Closing Date a statement in writing from Orbcomm Inc. ("Orbcomm") in the form attached hereto as Exhibit J (the "Orbcomm Estoppel
Certificate").
6.4.3 Notwithstanding any provision to the contrary in Section 5.1.6, if Seller obtains an estoppel certificate from Orbcomm, but it contains only the
certifications (the "Required Certifications") required by the Lease between Seller and Orbcomm (the "Orbcomm Lease"), then the condition
to closing set forth in Section 5.1.6 will be deemed satisfied if Seller delivers a seller estoppel certificate (a "Seller Estoppel"), dated as of the
Closing Date, certifying to the statements contained in the attached Orbcomm Estoppel other than the Required Certifications. For purposes of
clarity, the parties agree that the Seller shall determine in its sole discretion whether to provide a Seller Estoppel and Seller shall have no
obligation to provide a Seller Estoppel. If, after closing, Seller delivers an estoppel certificate from Orbcomm which certifies the same
information as certified in the Seller Estoppel, then such Seller Estoppel shall terminate and Seller shall have no further liability based thereon.
The statements by Seller contained in the Seller Estoppel shall be deemed to be
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