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deemed a waiver of any of Landlord's rights under this Article 11, an acceptance of any Transferee as. a tenant of Landlord, or a release of Tenant
<br />from the performance of Tenant's obligations under this Lease.
<br />ARTICLE 12 -SUBORDINATION AND ATTORNMENT: ESTOPPEL CERTIFICATES: FINANCIAL STATEMENTS.
<br />12.1 Subordination and 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 affect 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, attorn 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 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 five (5) business days of demand therefor a subordination of lease or subordination 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 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 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 />12.1.2 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 has been requested by Landlord or any -.-
<br />current or prospective purchaser or current or prms ective'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, (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 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 `R' is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord
<br />shall have the right to use other fors 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 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 he 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 Financial Statements. At any time during the Term, Tenant shall, upon five (5) business 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 any). 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 />l3. LI Repair of the Premises. 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 "Casualty"). Landlord shall, within a reasonable time after the discovery
<br />by Landlord of any damage resulting from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
<br />matters beyond Landlord's reasonable control, and 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 (the
<br />"Restoration") to substantially the same condition as it existed before 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 of the Leasehold Improvements or any of Tenant's Personal Property (all of which 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 of any
<br />Casualty, or the Restoration, regardless of the cause therefor. Base Rent, and Additional Rent payable under Sections 4.2 and 4_3, shall abate if and
<br />to the extent Tenant ceases to occupy a material portion of the Premises that was damaged by a Casualty and rendered unfit for occupancy (for the
<br />Permitted Use) as a result thereof, for the period of time commencing on the date Tenant vacates such damaged portion of the Premises and
<br />'continuing 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 Prernises and such Casualty collected by Landlord.
<br />13.1.2 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Section 13.1,
<br />Landlord shall have no obligation to repair the Premises and shall have the right to terminate this Lease in any case where: (a) any portion of the
<br />Premises or any material portion of the Project is damaged and (b) any of the following conditions exist: (i) Landlord estimates in good faith that the
<br />Restoration cannot reasonably be completed (without the payment of overtime) within one hundred eighty (180) days of Landlord's discovery of the
<br />801 IV Civic Center Dr—City of Santa Ana Lease -12-
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