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deemed a waiver of any of Landlord's rights under this Article 11, an acceptance of any Transferee as a tenant of Landlord, or a release of Tenant
<br />from the performance ofTenant's obligations under this Lease.
<br />AR'1'ICLC12 SUBORDINATION AND ATTORNMENT; ESTOPPEL CIERTiEICATES•FINANCIAL STAI"Emli
<br />12.1 Subordination and Attornment.
<br />12.1.1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments
<br />which now or hereafter constitute a lien upon or effect the Prgjcct, the Building or the Premises and the rights and interests OF the Holders of such
<br />Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the
<br />purpose of evidencing or effecting such subordination. In addition, Landlord shall have die right to subordinate or cause to be subordinated any such
<br />Security Instruments to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason
<br />of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the
<br />Tenant of the successor in interest to Landlord atthe option of such successor in interest. Furthermore, Tenant shall within five (5) business days of
<br />demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any Security instrument, and
<br />specifically shall execute, acknowledge and deliver within five (5) business days of demand therefor a subordination of lease or subordination of
<br />deed of trust, in the foot required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attom to and
<br />recognize as Tenant's landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by
<br />reason of the termination or foreclosure of any Security Instrument, end Tenant shall, within five (5) business days of demand therefor execute any
<br />instruments or outer documents which nnny be required by Landlord or the Holder of oily such Security Instrument to evidence die attorament
<br />described in this Section 12.1, L
<br />12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof)
<br />require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant, or in
<br />any other way materially and adversely change the rights and obligations of Tenant hereunder, then and In such event, Tenant agrees that this Lease
<br />may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days
<br />following Landlord's request therefor.
<br />12.2 Estonnel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute,
<br />acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or oily
<br />current or prospective purchaser or current or prospective Holder of any Security Instrument, including, without limitation, that: (a) this Lease is
<br />unmodified and in full Force and effect (Cr setting forth oily modifications that have occurred), (b) the dates to which the Base Rent and other forms
<br />of Rent payable hereunder have been paid, (c) whether or not Landlord is in default in the performance of any covenant, agreement or condition
<br />contained in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any outer facts for which certification
<br />is reasonably required by Landlord or customarily required by any prospective purchaser art Holder to which such estoppel certificate is being
<br />provided. The form of the statement attached hereto is Exhibit "I" is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord
<br />shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall be conclusive
<br />upon Tenant tint this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared
<br />by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser,
<br />mortgagee, ground lessor or other like encumbrancer thereof' or oily assignee of any such encumbrance upon the Building or die Project.
<br />12.3 h`rnviciai Stafeiifenfa At any time during'lhe Term,'PcnahT-s6all, tipri'five (5) business �iiys' pro• notice Pram Landlord,
<br />provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year
<br />For each of Tenant and the Guarantor (if any). Such statements shall be prepared in accordance with generally accepted accounting principles,
<br />consistently applied, and shall be audited by an independent certified public accountant.
<br />ARTICLE 13—CASUALTY; TAKING
<br />13.1 Casualty
<br />13.1.1 Repair of the Premises. Tenant shall promptly notify Landlord in writing (a "Damage Notice") of Only casualty event,
<br />damage or condition to which this Section 13.1 is or may be applicable (a "Casualty" ). Landlord shall, within a reasonable time after the discovery
<br />by Landlord of any damage resulting from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
<br />matters beyond Landlord's reasonable control, and subjectto all other terms of this Section 13.1, begin to repair the damage to the Project and the
<br />Premises resulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (the
<br />"Restoration") to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws at -
<br />covenants, conditions and restrictions, and modifications deemed desirable by Landlord; provided, however, that Landlord shall not be required to
<br />repair or replace any or the Leasehold improvements or any of Tenant's Personal Property (all of which shall be promptly repaired, restored and/or
<br />replaced. by Tenant). Landlord shall have no liability for ally inconvenience or annoyance to Tenant or injury. to Tenant's business a$ a result orally
<br />Casualty, or the Restoration, regardless of the cause therefui. Base. Rent, kind Additional Rent payable under Sections 4.2 and 4 3,.shall abateit and
<br />to (lie extent Tenant ceases to occupy it material portion or dhc Premises that was damaged by a Casually and rendered unfit for occupancy (ror the
<br />Permitted. Use) as n result thereof: for the period of little commencing on the date Tenant vacates such danaged portion of the Premises and
<br />continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement
<br />shall be limited to ilia proceeds of rental, interruption insurance proceeds with respect to the.Premises slid such Cosgaltycolleewd by Landlord.
<br />13.1.2 Exceptions to Landlord's Miamians. Notwithstanding anything to the contrary contained in this Section 13A,
<br />Landlord shall have no obligation to repair the Premises and shall have the right to terminate .this Lease in any case where: (a) any potion or the
<br />Premises or any material portion of tile Project is damaged. and (b) any of the following conditions exist' (i) Landlord estimates in good faith that the
<br />Restoration cannot reasonably be completed (without the payment oCovetime).within one hundred eighlv,,(I80) days of Landlorel's;discovery orthe
<br />Sol l p'Clrrc CenlerDf—Cio+njSaern, l an Lease • 12•
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