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20110669G unless such Claims are a result of the gross negligence or willful misconduct of the 281 Indemnified Parties. (b) 281 & Old Potash sha11 defend, indemnify and hold harmless Roadhouse, its employees, members, managers, successors and assigns ("Roadhouse Indemnified Parties") from and against any and all Claims, unless such Claims are a result of the gross negligence or willful misconduct of the Roadhouse Indemnified Parties. (c) Each party further agrees that each party will at all times during the duration of this easement maintain and pay for commercial generalliability insurance affording protection to the other party, and naming the other party as an additional insured on the policy or policies, for a combined limit of liability of not less than Two Million Dollars ($2,000,000.00) for each occurrence. Each party further agrees, upon request to deliver to the other party a certificate(s) from an insurance company or companies licensed in the Sta.te of Nebraska, evidencing the existence of such insurance with the other party named as an additional insured on such certificate(s). Notwithstanding anything to the contrary contained in this Section, provided that the net worth of a party exceeds Two Hundred Fifty Million Dollars ($250,000,000.00) and such party is a publicly traded entity, such party shall have the right to self-insure as to all liability risks herein set forth. 5. Esto el. Within ten (10) days after written request, each party shall deliver to the other party an estoppel certificate confirming that this Agreement is in full force and effect, has not been amended (or stating any applicable amendments), whether or not there are any then-existing defaults hereunder, and such other ma.tters as are reasonably requested by the requesting party. 6. Notices. Any and all notices required under this Agreement sha11 be deemed to be properly served if delivered in writing personally, or sent by certified mail with return receipt requested, or by facsimile or email delivery with confirmed receipt followed with a copy thereof by U.S. mail the following business day, or by nationally recognized overnight delivery service, pre-paid, for overnight delivery with receipt requested, to the address below or to any subsequent address which Buyer or Seller may designate in writing for such purpose. Date of service of a notice served by mail shall be the third (3` day after the da.te on which such notice is deposited in a Post Office of the United Sta,tes Postal Service, notice served by personal delivery shall be effective upon receipt, notice served by overnight delivery service shall be effective the next business day after it is deposited with the delivery service, and notice served by facsimile or email shall be effective upon receipt; provided, however, that an email or facsimile sent after 5:00 p.m. on a business day or sent on a non-business day shall be deemed to ha.ve been received on the next business day. Notices shall be deemed delivered as provided herein, even if the recipient refuses to accept delivery. Roadhouse: TEXAS ROADHOUSE HOLDINGS LLC Attn: Lega1 Department 6040 Dutchmans Lane Louisville, Kentucky 40205 Telephone: (502) 426-9984 Facsimile: (502) 426-3274 Email: le�al(a�texasroadhouse.com {31858.25.A0469997.DOC;4} 3