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<br />4894-6811-3695v.2 0017787-000542
<br />4894-6811-3695v.2 0017787-000542
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<br />At any time and from time to time, within ten (10) business days after written request by
<br />either County, Agency or Tenant (the “requesting party”), the other Party (the “responding party”)
<br />shall execute, acknowledge and deliver an estoppel certificate addressed to the requesting party,
<br />and/or to such other beneficiary (as described below) as the requesting party shall request, certifying
<br />(i) that this Lease is in full force and effect, (ii) that this Lease is unmodified, or, if there have been
<br />modifications, identifying the same, (iii) the dates to which Rent has been paid in advance, (iv) that,
<br />to the actual knowledge of the responding party, there are no then existing and uncured defaults
<br />under the Lease by either County, Agency or Tenant, or, if any such defaults are known, identifying
<br />the same, and (v) any other factual matters (which shall be limited to the actual knowledge of the
<br />responding party) as may be reasonably requested by the requesting party. Such certificate may
<br />designate as the beneficiary thereof the requesting party, and/or any third party having a reasonable
<br />need for such a certificate (such as, but not limited to, a prospective purchaser, transferee or lender)
<br />and any such certificate may be relied upon by the Parties.
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<br />ARTICLE XIV
<br />FORCE MAJEURE
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<br />Unless otherwise specifically provided herein, the period for performance of any
<br />nonmonetary obligation by either Party shall be extended by the period of any delay in performance
<br />caused by Acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the
<br />price thereof, failure of electric power, riots, civil unrest, acts of terrorism, insurrection, war,
<br />declaration of a state or national emergency, weather that could not have reasonably been anticipated,
<br />changes in the Laws which would prevent the Premise from being operated in accordance with this
<br />Lease, or other reasons beyond the reasonable control of County, Agency, Tenant, or their respective
<br />agents or representatives (collectively, “Force Majeure Events”). In no event, however, shall
<br />Force Majeure Events include the financial inability of a Party to this Lease to pay or perform its
<br />obligations hereunder. Further, nothing herein shall extend the time for performance of any
<br />monetary obligation owing under this Lease (including Tenant’s obligation to pay Rent owing
<br />hereunder).
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<br />ARTICLE XV
<br />RECORDS AND ACCOUNTS
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<br />15.1 Financial Statements. Within one hundred eighty (180) days after the end of each
<br />accounting year, Tenant shall at hisits own expense submit to Auditor-Controller and the Agency a
<br />balance sheet and, income statement and cash flow statement prepared by a Certified Public
<br />Accountant (“CPA”) who is a member of the American Institute of Certified Public Accountants
<br />(“AICPA”) and the California Society of CPAs, reflecting business transacted on or from the
<br />Premises during the preceding accounting year. The Certified Public Accountant must attest that the
<br />balance sheet and income statement submitted are an accurate representation of Tenant's records and
<br />financial position as reported to the United States of America for income tax purposes. At the same
<br />time, Tenant shall submit to Auditor-Controller and Agency a statement certified as to accuracy by a
<br />Public Accountant who is a member of AICPA and the California Society of CPAs, wherein the total
<br />Gross Receipts for the accounting year are classified according to the categories of business
<br />established for percentage rent and listed in Section 3.4.1(d) and for any other business conducted on
<br />or from the Premises and are in accordance with GAAP. Tenant shall provide Lessor with copies of
<br />EXHIBIT 11
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