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deemed a waiver of any of Landlord's rights under Otis Article If. 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 ATTORNMEN'T: ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS.
<br />12.1 Subordination and Attmmment.
<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 shot] be effective without the necessity of the execution by Tenant of any additional document for Ore
<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 [he 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 One form required by the Holder of the Security Insuument requesting the document. If requested to do so, Tenant shall attorn 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 Cei-ificates. Tenant shall, upon not less then 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 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) One dates to which the Base Rent and other forms
<br />of Ren[ 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 die statement attached hereto is Exhibit °I" is hereby approved by Tenant for use pursuant to this Section 12.2 but Landlord
<br />shall have the right to use other forms Cur such pupose. Truant'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 [his 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 One Project.
<br />12.3 Financial Statements. AL any time duaing the Terni, Tenant shall, upon five (5) business days' poor notice from Landlord,
<br />provide Landlord with then current financial statements and financial statements for each of the two (2) years pi !or the then current calendar year
<br />for each of Tenant and the Guomntor Of any). Such statements shall be prepared fn accordance with generally accepted accounting principles,
<br />consistently applied, and shall be audited by an independent certified public accountant.
<br />AR'fICLE 13—CASUALTY; TAKING
<br />13.1 Casualtv
<br />13.1.1 Repair of the Premises, Tenant shall promptly notify Landlord fn writing (a "Damage Notice") of any casualty event,
<br />damage or condition to which this Section 13.1 is ca may be applicable (a'Casualty"). Landlord shall, within a reasonable lime after [he discovep,
<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 Oris 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 clays to restore the Project and Premises ((he
<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; provicled, however, that Landlord shall not be required to
<br />repair or replace any of the Leaschold Improvements or any of Tenant's Personal Property (all of which shall be promptly repaired, restored and/or
<br />replaced by Teumo. Landlord shall have no liability fuany inconvenience or annoyance to Tenant or injury to Tenant's business as a result of any
<br />Casually. or the Restoration, regadless of [he cause uhcrelbr. Base Rent, and Additional Rent payable under Sections 4.2 and 4 3, shall abate if and
<br />to One extent Tenant ceases to occupy it material portion of the Prcmiscs that was damaged by a Casualty and rendered unfit for occupancy (for [he
<br />Permitted Usc) as a result thereof for the period of time commencing on the date Tenant vacates such dannaged portion of the Premises and
<br />continuing until [he Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement
<br />shall be limited to the proceeds of rental intmruption insurance proceeds with respect to [he Premises and such Casualty collected by Landlor].
<br />13.1.2 Exceptions to Landlord's Obliealions. Notwithstanding anything to the contrary- contained in this Section 13.1.
<br />Landlord shall have no obligation to repair the Prennises and shall have [he right to terminate this Lease in any case where: (a) any portion of the
<br />Premises or any nhamrial portion ofthe Project is damaged and (b) any of the following conditions exist: (i) Landlord estimates in good faith that One
<br />Restoration cannot reasonably be completed (without the payment ofbverntne) within one hundred eighty (130) days of Landlord's discovery of the
<br />SOI If'C'h is Center Dr— Cia ofSanta , I na Lease -12-
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