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deemed a waiver of any of Landlord's tights under (his Article 11, an acceptance of any Transferee as a tenant of Landlord, or a release of Tenant
<br />from the performance of Tenant's obligations under this Lease.
<br />A R'1'ICLC 12 -SUBORDINATION AND A11"1'pRNM ENT; ESTOPPEL CERTIFICAT ES; FINANCIAL STATCM GNTS.
<br />123 Subordination and Attmrnmenl,
<br />12.1,1 This Lease, and the rights and interests ofTenunt hereunder, are and shall be subordinate to all Security Instruments
<br />which now or hereafter constitute a lien upon or affect the Project, the Building or the Promises and the rights and interests of die 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 teininntion 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, mtorn to and become the
<br />Tenant of the successor in interest to Landlord at the 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 form 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 other documents which tray be required by Landlord or the Floider of any such Security Instrument to evidence the attornnlent
<br />described in this Section 12.1.1.
<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 Cstanoel 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 any
<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 (or setting forth any 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 defnult of which Terna t may have knowledge), and (d) any other facts for which certification
<br />is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being
<br />provided. 'line form of the statement attached hereto as Exhibit 'T is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord
<br />shall have the right to use other forms far such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive
<br />upon Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in soy 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 tiny assignee of any such encumbrance upon the Building or the Project.
<br />12,7 rinancinl $tnteliients--At an 4i»e darin "'the Term`, —Tenant shall; u on five 5 business da s"prior notice from Landlord,
<br />Y g Pi) Y P
<br />provide Landlord with then current financial statements slid 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 tiny). 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 Caanaltx'
<br />13.1.1 Repair of the Premises. 'tenant shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event,
<br />damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"). Landlord shall, within a mason able time altm the discovery
<br />by Landlord of any damage resulting from uny Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
<br />matters beyond Landlord's reasonable control, and subject to all other terms of this Section 13.1, begin to repair the lounge to the Project and the
<br />Premises resulting fhom such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project slid Premises (tine
<br />"Restoration") to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws or
<br />covenants, conditions and restrictions, and modifications deemed desirable by Landlord; provided, however, that Landlord shall not be required to
<br />repnlr or replace any orthe Leasehold Improvements or any of Tenant's Personal Properly (all of which shall be promptly repaired, restored and/or
<br />replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result oruny
<br />Casually, or the Res(oration, regardless of the cause there For, Base Rent, and Additional Rent payable under Sections 4.2 and 4_3, shall abate if tend
<br />to the extent Tenant causes to occupy a mnleriai portion of (ic Premises that was damaged by a Casually and rendered unfit for• occupancy (for tie
<br />Permitted Use) as a result thereon for (Ire period of time commencing on the date Tenant vacates such dnnmged portion of the Premises and
<br />Continuing until the Premises Resumption is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement
<br />shall be limited to the proceeds of rental interruption insurance proceeds with respect to the Premises and such Casualty collected by Landlord.
<br />13A.2 Exceptions in Landlord's Oblisa(innx, Notwithstanding anything to the contrary contained in this Section 13.1,
<br />Landlord shrill have no obligation to repair the Premises and shall have the right to terminate this Lease in tiny case where: (a) any portion of the
<br />premises or any material portion of the Project is dr mooed and (b) tiny of the following conditions exist: (i) Landlord estimates in good faith that the
<br />Restoration cannot reasonably be completed (without the payment ofovertime) within one hundred eighty (ISO) days orl.andhord's discovery oftlhc
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