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required by the Foreign Investment in Real Property Tax Act (in the Escrow Holder's standard form) and a form 593 -C as required by California law, (iii) escrow instructions in form and substance consistent with the requirements herein, (iv) an Assignment and Bill of Sale in the form of Exhibit C attached hereto (the "Assignment "), duly executed by Owner, (v) an Assignment and Assumption of Lease in the form attached hereto as Exhibit D (the "Assignment of Lease "), (vi) a notice letter to the Tenant advising the Tenant of the sale of the Property to Optionee and directing Tenant to pay to Optionee all rent and other sums accruing under the Lease for the period after the Closing executed by Owner, (vii) such duly executed owner's affidavits as may be required by the Escrow Holder to issue the Title Policy at Closing, (viii) all prorations, fees and other amounts to be paid by Owner at Closing, provided that in lieu of depositing such amounts in Escrow, such amounts shall be withheld from the Closing Payment delivered to Owner in accordance with Owner's approved closing statement; (ix) such evidence as the Escrow Holder may reasonably require as to the authority of the person or persons executing documents on behalf of Owner; and (x) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. (g) Estoppel Certificate. On or before November 15, 2010, Owner shall have obtained and delivered to Optionee an estoppel certificate in the form required by the Lease or, if the form is not specified in the Existing Lease, in substantially the form attached to this Agreement as Exhibit F, but not including any information or statements not required by the Lease, duly executed by the Tenant (the "Estoppel Certificate "). Prior to delivering the Estoppel Certificate to Tenant for review and execution, Owner shall deliver a draft of the Estoppel Certificates to Optionee for review and approval, and Optionee will have five (5) business days after receipt to review the draft Estoppel Certificate and to notify Owner of any requested corrections or additions thereto, provided Optionee shall not have the right to require any additions or changes that are not required by the Lease. The Estoppel Certificate shall be considered satisfactory only if is executed by the Tenant, is dated no earlier than November 30, 2010, and, in the reasonable opinion of Optionee, does not list any material events of default, describe any material differences in lease information from what is provided by Owner pursuant to this Agreement, or set forth any material adverse matter. Following delivery to Optionee of the executed Estoppel Certificate, if requested by Optionee Owner shall use commercially reasonable efforts to obtain and deliver to Optionee one or more updates to the Estoppel Certificate as Optionee may request, duly executed by Tenant. (h) Legal Parcel. The Land shall consist of one or more legal parcels as of the Closing. Notwithstanding anything in this Agreement to the contrary, the condition precedent set forth in this subparagraph may not be waived. (i) Environmental Condition. There shall exist no environmental matter having a material adverse impact on the Property that was known to Owner on the Agreement Date and was not disclosed in writing to Optionee within three (3) days after the Execution Date as provided in Paragraph 10(b) and Schedule 12(d) of this Agreement. (j) Leases. Other than the Lease, there shall exist no other leases, tenancies, or occupancy agreements affecting the Real Property or any part of the Real Property. Option Agreement 70 Chemical 10.05.2010 v.5 14