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EXHIBIT 1C
<br />Leaned n waiver of oily of Landlord's rights under to is i ale 11, an acceptance of any Transfbree as A tenant of Landlord, or a release of Tenant
<br />from ilia performance of Tenant's obllgat lons Linder this Lease,
<br />A03:.ICLE 12•SUdORD I NATION AND A_97UNNI ENT: Cff(Dl LCFRTIFICATM FINAN CIA LS'fjTENIENT3.
<br />12,1 Subnrtllnntian and Attornment,
<br />MIA 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 affect the Project, the pudding or the Premises and the rights and Interests of the Holders of such
<br />Security Instruments. Such subordination shall be effective without ilia necessity of die execution by Tenant of any additional document for the
<br />purpose ofevidenclng or effecting such subordination, In addition, Landlord shall have the right to subordinate or cause to be subordinated anysuch
<br />Security Instruments to this Lease, and in such case, in the event of die tenninotion 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, atom to and become the
<br />Tenant of the successor in interest to Landlord at die option of such successor In interest. Furthermore, Tenant shall within live (5) business days of
<br />demand therefor execute any Instruments or other documents which may be required by Landlord or the Holder of oily 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 die 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 ilia Building by
<br />reason of ilia 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 altornment
<br />described In this Section 12.1,1.
<br />12A.2 Should any current or prospective mortgagee or ground lessor for die Ilullding 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 die rights and obligations of Tenant hereunder, then and In such event, Tenant agrees that this tease
<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 Catonnel Certiteateg. 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 cerdfieadon fins been requested by Landlord or oily
<br />current or prospective purchaser or current or prospective Holder ereny Security Instrurnom, Including, without limitation, that: (a) this Lease is
<br />unmodified and in full force and effect (or setting ford any modifications that have occurred), (b) the dates to which tie Base Rent end other forms
<br />of Rent payable hereunder have been paid, (a) whether or not Landlord is in default in the performance of any covenant, agreement or condition
<br />contuined in this Leave (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts forwhich certification
<br />is reasonably required by Landlord or customarily required by any prospective purchaser at Holder to which such estoppel walfleste is being
<br />provided. The form of the statement attached hercto as Exhibit "P" is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord
<br />shall have the right to use other fonts for 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 affect 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 any Assignee of any ouch encumbrance upon the Building or the Project.
<br />12.7 "FGmTdinl 5tnteiirenti-A2'dny tfnic'dUAng"'the TIe if,—Teneiii7aioll; up6if'rive ZS)business—Icay—V prior notice fmm Landlord,
<br />provide Landlord with then current financial statements and linuncial 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 indepaudant cortiried public Accountant.
<br />ARTICLE 13—CASUAL Wt TAKING
<br />13.1 Casualty
<br />13.1.1 Itrd;,r(h, of the P ran ises. '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 "CosintRy"). Landlord shall, widdn a reasonable time After the discovery
<br />by Landlord of any damage resulting from any Casualty ("Casualty Damnga"), subject to reasonable delays for insurance adjustment or other
<br />matters beyond Landlord's reasonable control, and sub,lccl to all other terms or this Section 13.,,1 begin to repair the damage to Ile Piojcel And the
<br />Promises festdting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (ilia
<br />"Restoratlon") to substantially Ilia same contrition as it existed belbre such Cnsunity, except for modifications required by Applicable Laws or
<br />covenants, conditions and restrictions, and modilicatlons deemed desirable by Landlord; provided, however, that Landlord shall not be regoimd to
<br />repair or replace any orthe Leasehold Improvements tar any of Tenual's Personal Property (all ofwhich shall be promptly repaired, restored aid/or
<br />rcpinoed by "rowan). Landlord shall have no liability forany Inconvenience or annoyance to Tenant or injury to Tenant's business As a result oruny
<br />Casualty, or the Restoration, regardless orthe cause therefor. Base iw L, and Additional (tent payable under Seclious 4.2 and Al, shall Abate irtind
<br />to the extent Tenant couses to occupy a material portion al'Lhc Prendnes rho urns damagcd by a Casualty and rendoeed unfit for occupancy (for the
<br />Pcrii Use) as it result thereon', Rair the period of' time commencing on the date Tarrant vacates such damaged portion of ilia Premises and
<br />continuing undI ilia Premises Restoration is subsanLially toIlip lele (as reasonably determined by LAnd laid); provided, however, Ill at such Abatement
<br />Art be lintled to the proceeds a rental interruption insurance proceeds with respect to the Premises and suell Cosoolty cot fluxed by Landlord.
<br />13.1.2 Excentinns In 1.1mdlord's Qbli inir�rhs. Notwithstanding Anything to the contrary contained in this Section 13.1,
<br />Landlord shall have no obligation to repair the Premises mid shall have the right to tormilnnte this Lease III oily ease whom; (A) Any partimr ordm
<br />Premises or any umterial pnrtlon Ordie Project is dnmuged and(b) any orthc following conditlois exist: (1) Landlord esthnates in good faith that ilia
<br />Restoration cannot reasonably bat comploed (without the paymant orayeume) within one hundred elghty (180) days ill' l,ondlord's discovery ordic
<br />801 Ib'C7ric Cunlir Ur —CIA, it Snnru.4ur Leary •I Q.
<br />80A-246
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