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deemed a waiver of any of Load in rdIs rights under this Article 1 I, an acceptance of any Transferee as a tenant of Load lord, or a release of Tenant
<br />from the performance afTenani's obligations under this Lease.
<br />ARTICLE 12 -SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS.
<br />12,1 Subordination kind 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 affact the Project, 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 the 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 at the option Of Such successor in interest. Furthermore, Tenant shall within rive (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 subordinntieo 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 anon 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 fbreclosure 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 incontinent
<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 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 fins 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, (a) 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 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. The form of the statement attached hereto as Exhibit "I" is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord
<br />shall have the right to Lisa other forms fear 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 maybe represented by Landlord in any such certificate prepared
<br />by landlord and delivered to Tetanal. Ally 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 such encumbrance upon the Building or the Project.
<br />12.3 Mancol Statennents. At any Ifi» e during the Tertii, en6-r ld aft, Flami Oo (5) 6Usiness days' prior notice from 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 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 Casualty
<br />13.Lt Repair of the Premises. Teumu shall promptly notify fandlord 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 reasonable time after the discovery
<br />by Landlord of any damage resulting from Lilly Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
<br />matters beyond Landlord's reasonable control, tad subject to 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 (file
<br />"Restoration") to substantially the same condition as it existed before such Casualty, escepL for modifications required by applicable Laws or
<br />covenants, conditions and restrictions, and modifications deenned desirable by Lntidlo'd1 provided, however, that Landlord shall not be required to
<br />repair or replace any orthc Leasehold Improvements ur any of Tenunt's Personal Property (all ofwhich 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 o1'any
<br />Casualty, or the Restoration, regardless ot'the cause therefor. Base Real, and Additional Rent payable antler Sections 4.2 and 4_,_3, shall abate Wand
<br />to the extent Tenant causes to occupy it material portion ol'thc Premises that was damaged by it Casualty and rendered unfit for occupancy (forthe
<br />Permitted Use) as a result thereof. for the period of time commencing on [lie date Tenant vacates such damaged portion of the Premises tad
<br />amtiuuing until the Premises Restoration 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 />13.1.2 Excmtiuns to Landlord's Obliaminrts. Notwithstanding anything to the contrary contained in this Section 13.1,
<br />Landlord shall have no obligation to repab, the Premises mud shall have the right to terminate this Lease In tiny case Micro: (a) any portion of the
<br />Premises or any material portion of the Project is damaged and (b) toy of the fclluwing conditions exist: (i) Landlord estimates in good failh that the
<br />Restoration cannot reasonably be completed (without the payinenl ofovertime) within one hundred eighty (180) days of Landlord's discovery of the
<br />01 11 Ovic Carver llr—Cirp qfSanta,tna Lease - I2-
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