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deemed a waiver of any of Landlord's rights under this Atilok I t, an nccephutoe of City Transrereo as a tenant of Landlord, or a release of'1'ennnt
<br />from the performants of Tenant's obligations under this Lease.
<br />ARTICLE I2-SURORDI NATION AND AITORNMENTESTOPPELCERTIFICATES t fINANCIALSTATEMCN1'S.
<br />1211 SubeftIIna tiart itptEAAil nmw2j.
<br />12.1,1 This Lease, and the rights and interests o1'Ten6nt hereunder, are and shall he submalkate to all Security instruments
<br />which now or horeoher constitute a Iron upon or affect the project, the Building or the Promises and the rights and interests of the Holders of such
<br />Security lastruniorts, Such subordinnton shall be effective without the necessity of the execution by Tenant of any additional document for the
<br />purpose of evidoncing 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 irAtu for of Landlord's estate or Interest In tha 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 the option of such successor in interest. Panhormore, Tenant shall within 11ve (5) business days of
<br />demand therefor execute any Instruments or other documents which may he required by Landlord or the Holder of any Security Instrument, and
<br />speolloolly shall execute, acknowledge and deliver within live (5) business days of demand therefor a subordination of lease or subordination of
<br />deed of trust, in the forvn requited by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attmm to and
<br />recognize as Tenant's landlord under this Louse nay superior lessor, superior mortgagee or other purchaser or person taking title to the Building by
<br />reason of tile termination or foreclosure of any Security Instrument, and Tenant shall, within live (5) business days of demand therefor execute any
<br />instruments or other documents which may be required by Landlord or [lie Holder of any such Security instrument to evidence the attornnent
<br />described In this ' rtgu_jJt,l.
<br />111.2 Should any Current or prospective mortgagee or ground lessor Jr the Building or the Project (or any portion thereof)
<br />require a modification or modl hcntions of the Lease, which modification or modiFieallons will not cause an increased cost or expense to Tenant, or in
<br />any other way materially and odwrsety change the rights and obligations of Tenant hereunder, then and In such event, Tenant ngraes 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 />feliowing Landlord's request therefor.
<br />12.2 Estoppel Certificotca. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute,
<br />acknowledge and deliver to Lnndlord a statement in writing certifying those Lhcts for which certification Inns been requested by Landlord or any
<br />current or prospective purchaser or current at, prospective Holder of any Security Instrument, including, without limitation, that: (a) this Lease is
<br />unmodified and ru full force and effect in, setting forth any inodifioolions that have occurred), (b) the detes to which the Base Rent and other forms
<br />of Rent payable hereunder have hens paid, (a) whether or not Landlord is in default ill the performance of any oavonant, agreement or condition
<br />contained in this Lease (and, if so, specifying such such default of which Tenant may have knowledge), and (d) city other facts forwlniuh certification
<br />is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certifioate is bring
<br />provided. The form of the statement attached hereto as Exhibit'9" is horoby approved by Tenant for use pursuant to this section 12.2, but Landlord
<br />shall havo tine right to use other forms far such purpose. Tenant's failure to execute and doliver such statement within each tittle shall be conclusive
<br />upon Tenant tort this Lease is In full force and effect without mod€l lac except as may he represealcd by Landlord in wry such certificate prepared
<br />by Landlord and delivered to Tenant, Any statement delivered pursuant to this Seetlen 12.2 may be relied upon by any prospective purchaser,
<br />mertgngea, ground lessor or other like eheumbrnoce• thereofor any assignee of any such encumbrance upon the Building or the Project,
<br />t2:T :'"inmreFnl bftnteiie`Cis:'"'Ai: agyifiriii d tfilns die Terhi;"ferid'nl-:churl; upon"Five (5)"bu4rndss'iiuy`s'°p"rror notice floor Landlord,
<br />provide Landlord with then current financial statements and ffinanefal slatemenm for each of the two (2) years prior to the then current calendar• year
<br />for each of Tenant and ll$ Gumranto• (if any), Such statements shall be prepared in accordance with secondly accepted accounting principles,
<br />consistently applied, and shall be audited by an Independent certified public accountant.
<br />ARTICLE 13-CASUAL Tl'(TAKINC•
<br />13.1 CHJUdICY
<br />13.1.1 It in, of the Premises. Tenant shall proatptly notify Landlord in writing (a "Da nmge Notice") of any casualty event,
<br />damnge or condition to which this Soction 13.1 is ar may he applicable (a "Cosu ilty"). Landlord shall, within a reasonable dale after the discovery
<br />by Landlord of any damage resulting hula any Casualty ("Casualty Drainage'), subject to reasonable delays for Insurance adjusnnent or other
<br />matters beyond Landlord's reasonable control, and subject to all other Icrors of this Sect nit jam' I, begin to repair the damage to the Project and the
<br />Premises mocking foil mile]) Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project gold Premises (tire
<br />°Rustdndlou") to substantially the sure condition as it asked before Bach Cnsualty, except for modifications required by npplicable Lows or
<br />covenants, conditions and restrictions, and modifications deo sled desinblc by I.andilad; provided, however, that Landlord shall not be required to
<br />repair or replace ally ol'the Lousehoid Improvements or any of Tenant's Porsunnl Property (all of which shall be promptly repaired, restored And/or
<br />rcpinced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenon or injury to Tenant's business as a result of any
<br />Cosually, or the Resloretion, regardless of the cause therefor, dose (tent and Additional Rea payable under Sections 1.2 and 1.3, shall abate Wand
<br />to the extent Tallant conics to Occupy a material portion of the Pninlaes flat west dannnged by n Casually and rendered unfit for occupancy (for the
<br />Permitted Use) as a result theeor. for the period of time conmlenchng on the date Tenont vuuntes such damaged portion of the Premises and
<br />continuing until the Premises RaSl0ralion is substantially complete (as musonobiy determined by Landlord); provided, however, drat Such abAlemcn[
<br />shall be lindied to the proceeds cliental interruption Insurance proceeds with respect on the Premises end such Casualty collected by Landlord.
<br />13.1.2 Rxecnt'ous of Landlord's Obliantinus. Notwithstanding anything to the conuary contained in this 5ectinn 13.1,
<br />Lundlord adult have no obligation to repair the Premises Cad shall have the right to terminnle this Lease In any case whom: (a) oily portion of the
<br />Premises or any mareriad portion of the Pn?iect is damaged and (b) ally of lho I'ullowing conditons exist' (1) Lnndlord estinhotes in good faith that the
<br />Restoration cannot masmnnbly becomplocul (without the pnynran orovertinne) within one hundred eighty 11 S0) days nl'LuntlWld's discovery ofdre
<br />601 [V ci le Ceuha•Dr—Ol, of sanur Ana Learn -12-
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