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12.1. Estoouel Certificates. Tenant and Landlord agree to execute and deliver, within ten (10) days after
<br />request therefor by the other party, a statement, in writing, certifying to Landlord and/or any party designated by
<br />Landlord, or Tenant and/or any party designated by Tenant, as the case may be, that: (a) this Lease is in full force
<br />and effect; (b) the Commencement Date; (c) that Rent is paid currently without any off -set or defense thereto, (d) the
<br />amount of Rent, if any, paid in advance; (e) that there are no ]mown uncured defaults by Landlord or Tenant, or
<br />stating those known and claimed, provided that, in fact, such facts are accurate and ascertainable, and (f) any other
<br />information reasonably requested.
<br />12.2. Attornment. In the event any proceedings are brought for the foreclosure of, or in the event of
<br />conveyance by deed -in -lieu of foreclosure of, or in the event of exercise of the power of sale under any mortgage
<br />made by Landlord covering the Premises, Tenant hereby attorns to the successor -in- interest of Landlord and
<br />covenants and agrees to execute an instrument in writing reasonably satisfactory to same whereby Tenant attorns to
<br />such successor -in- interest and recognizes such successor -in- interest as Landlord hereunder.
<br />12.3. Subordination.
<br />(a) Landlord shall have the right at any time and from time -to -time to create security interests in the
<br />form of a mortgage, deed of trust or other similar lien or encumbrance (a "Mortgage ") upon or affecting Landlord's
<br />fee estate in the Premises, or any part thereof, and the rights of Tenant under this Lease shall be subject and
<br />subordinate to any such Mortgage; provided, however, that in the event of any foreclosure or sale under any such
<br />Mortgage or the delivery by Landlord of any deed -in -lieu of foreclosure to the holder of any such Mortgage, then
<br />the holder of any such Mortgage agrees not to disturb Tenant's possession so long as Tenant is not in default under
<br />the terms of this Lease beyond any notice and/or cure periods provided for under this Lease and attorns to such
<br />holder or the foreclosure purchaser as Landlord under this Lease. Said subordination shall be self - operative and no
<br />further instrument of subordination shall be necessary unless required by any such Mortgage holder, in which event
<br />Tenant agrees to, within ten (10) days after request by Landlord or the Mortgage holder, execute any agreement
<br />reasonably required by such Mortgage holder to memorialize said subordination and to memorialize the terms of any
<br />related agreements between Tenant and such Mortgage holder. Any holder of any of any such Mortgage is herein
<br />referred to as "Landlord's Mortgagee(s)." Notwithstanding the foregoing, a Landlord's Mortgagee may at any time
<br />subordinate its Mortgage to this Lease without Tenant's consent by notice in writing to Tenant, and thereupon this
<br />Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery and,
<br />in that event, such Landlord's Mortgagee shall have the same rights with respect to this Lease as though it had been
<br />executed prior to the execution and delivery of any such Mortgage and had been assigned to such Landlord's
<br />Mortgagee.
<br />(b) This Lease shall be subject to and subordinate to all easements, restrictions, liens, encumbrances,
<br />rights -of -way, or other matters affecting the Premises of record.
<br />ARTICLE XIII.
<br />ASSIGNMENT AND SUBLETTING
<br />13.1. Assignment and Subletting.
<br />(a) Tenant shall not sublet, mortgage, encumber or in any manner transfer, in whole or in part, this
<br />Lease, the Premises or any estate or interest in said Premises or Lease. Except as expressly permitted herein, Tenant
<br />shall not assign this Lease or any estate or interest therein or allow the occupancy thereof by any person or entity
<br />other than Tenant, without Landlord's prior written consent, which may be granted or withheld in Landlord's
<br />reasonable discretion. Tenant may assign the Lease without prior written consent to Franchisor or new Franchisee
<br />( "Permitted Transferee "). Consent by Landlord to one or more assignments of this Lease shall not operate to exhaust
<br />Landlord's rights under this Article XIII. In the event that Tenant, with or without the previous consent of Landlord,
<br />does assign or in any manner transfer this Lease or any estate or interest therein or sublet the Premises or any part
<br />thereof, or allow the occupancy thereof by any person or entity other than Tenant, Tenant shall not be released from
<br />any of its obligations under this Lease unless a release is given, in writing, by Landlord.
<br />(b) If this Lease is assigned or the Premises or any part thereof occupied by any entity other than
<br />Tenant, Landlord may collect rent from the assignee or occupant and apply the same to the Rent herein reserved, but
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