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EXHIBIT I
<br />deemed a waiver of any of Landlord's rights tinder Oils Article 11, an acceptance of any Transferee as A tenant of Landlord, ore release of Tenant
<br />from Clio performance of Tenant's obligations under this Lease,
<br />A ItTICLC 12-SUB,ORD INATION AND A17;011NAirNT• CSrQPVEL CrItTLVICATESI FINANCIAL SfATENIM's.
<br />123 Subordhallon and Attocnment.
<br />12.1.1 This Lease, and die rights and interests of renint hereunder, are and shall be subordinate to all Security Instruments
<br />which now or hereafter constitute a lien upon or z1fact the Project, the Building or the Premises and the rights and interests of the Holders of such
<br />Security Instruments. Such subordination shrill be effective without the necessity of ire execution by Tenant of any additional document for the
<br />purpose ofevidencing oraffecdng such subordination, In addition, Landlord shall have the right la subordinate or cease to be subordinated anysuch
<br />Security instruments to this Lease, and in such case, in the event of the wmiinntion or transfer of Landlord's estate or interest in the Project by reason
<br />of any termination or foreclosure crony such Security Instruments, Tenant shall, notwithstanding such subordination, atom to and become the
<br />Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall wllhin 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 rive (5) business days of demand therefor a subordination of lease or subordination of
<br />dead ofirust, in the form required by the Holder ofthe Security Insnvment requesting the document. If requested to do so, Tenant shall attom to and
<br />recognize as Tenant's landlord under this Lcusc oily 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, and Tenant shall, within five (5) business days of demand therefor execute any
<br />Instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment
<br />described in this Section 12.1,1.
<br />12.L2 Should any current or prospective mortgages 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 Tonont, or fn
<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 left (10) days
<br />following Landlord's request therefor.
<br />12.2 Estoppel 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 arany Security Instrument, Including, without limitation, that: (a) this Lease is
<br />unmodified and in full force and effect (or setting fords oily modifications that hove 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 other facts forwhich certitiwtion
<br />is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being
<br />provided. 'the form ofthe statement attached hereto as Exhibit IT is hereby approved by Tenant for use pursuant to this Section 12 2, but Landlord
<br />shall have the right to use other during fur such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive
<br />upon Tenant that this Lease is fn 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 />morgugee, ground lessor or other like encumbrancer thereoror any asdilnee of city such encumbrance upon die Building or 91e Project.
<br />12.7" '' nit S fiferinenfi—ATan tfnio'd iHn'-the Terry enan"t"'shod; u on"five buA ess- a s' i•ror notice From Landlord,
<br />Y g y P �)�� Y P
<br />provide Landlord with then current financial statements and financial statements for each of the nvo (2) years prior to die then current calendar year
<br />for each of Tenant And the Gunramor (If any). Such statements shall be prepared in accordance with generally accepted accounting principles,
<br />conslstenty nppllad, and ahe)I be Audited by an Independentcerdled public accountant.
<br />ARTICLE 13-CASUALTyr• TAILING
<br />13.1 casualty
<br />13.1,1 lt.rpalr orthe Premises. Tennntshall promptly notify Landlord in writing (a "Damage Notice") Offaly casualtyevent,
<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 oily Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
<br />matters beyond Landlord's reasonable control, and sub,lect to all other terms or this act o 1 1, begin to repair the damage to [lie Project and die
<br />Promises resulting from Buell Casualty, and shall proceed with reasonable diligence not to "road 60 days to restore the Project and Premises (the
<br />"Resturntlon") to substantially the some condition as it existed bel`orc 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 />repair or replace any oflhe Leasehold Improvements ar any orTenunl's Personal Property (all of which shall be promptly repaired• restored andfor
<br />repinoed by Tenant). Landlord shall have no liability for tiny inconvenience or annoyance to Tenant or injury to Tenant's business as a result or Day
<br />Casualty, or the Restoration, regardless arlhe cause iurefar, Buse Rent, and Additional (tent payable under Sections 4.2 and ¢,d, shall abate If and
<br />to (lie extent Tenant causes to occupy a material portion of ire Premlaea that ores damaged by a Casualty and rendered unfit for occupancy (for the
<br />Permitted Use) as it result Chaucer. ror the period al' time commencing on the date 'renunt vaoatus such damaged portion of the Premises and
<br />continuing until Ilse Promises Restoration is subsmndolly complete (as reasonably determined by Landlord); provided, however, that such abatement
<br />shall be limited to the proceeds oriental interruption msuranoc proceeds wilt respect to the Promises and such Casualty collected by Landlord.
<br />13.1.2 Rsccptinns la Landlord's 0hIlyntimrs. Notwithstanding anything to the contrary couuined in this Section 13.1,
<br />Landlord shall have no obligation to repair the Promises And shall have the right to terminate this Lease In oily case where: (a) any portion ordic
<br />Premises or any material portion of the Pmjact is dnnnugetl and (b) any orthe following condilons exist: (1) Landlord estinmtes in good faith that the
<br />Restorton cannot reasonably be completed (without the p❑ymeat orovertme) within one hundred eighty 080) days of Landlord's dkeoveryarthc
<br />Sol ht'Clrh• Cowo, Dr -Lily' afSu ira,l nu Leave • 12•
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