Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on [Schedule 6] to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of [Sections 6.11, 6.13 and 6.14]4]4], when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of [Sections 6.11, 6.13 and 6.14]4]4]), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by hereunder.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on [Schedule 4] to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of [Sections 6.11 and 6.13]3], when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of [Sections 6.11 and 6.13]3][[Borrower:Organization]], the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder.

Mortgages. At [[Tesla:Organization]]’s written request, Tenant will subordinate this Lease and Tenant’s interest and rights under this Lease to any existing or future deed of trust, security deed, mortgage, security assignments and any other similar encumbrances (each, a “Mortgage”), provided that the holder of the Mortgage has executed, acknowledged and delivered to Tenant a commercially reasonable Subordination, Attornment and Non-Disturbance Agreement that provides that: # Tenant’s possession of the Premises and other rights under the Lease will not be disturbed in any proceeding to foreclose the Mortgage or in any other action instituted in connection with such Mortgage, # Tenant will not be named as a defendant in any foreclosure action or proceeding which may be instituted by the holder of such Mortgage, and # if the holder of the Mortgage or any other person acquires title to the Premises through foreclosure or otherwise, the Lease will continue in full force and effect as a direct lease between Tenant and the new owner, and the new owner will assume and perform [[Tesla:Organization]]’s obligations under this Lease. The holder of any Mortgage may, at any time, subordinate its Mortgage to this Lease, without Tenant’s consent, by giving written notice to Tenant.

Mortgages. Each New Vessel Owning Entity shall have duly executed, and delivered to the Facility Agent, the Mortgage over its New Credit Support Vessel;

Confirmation of receipt of certificated securities by the applicable first lien collateral agent as of the date of this Agreement

Release of Mortgages. Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust, monetary judgements and monetary liens of ascertainable amounts encumbering the Properties incurred by, for, or on behalf of any Seller (collectively “Monetary Encumbrances”) shall be paid by such Seller at or prior to Closing or omitted as an exception to the Title Policy by the Title Company. For clarity, Buyer shall not be required to object to any Monetary Encumbrances (regardless of cause). For further clarity, in no event shall the foregoing require any Seller to satisfy or expend money to remove any mortgages, deeds of trust, or monetary liens or monetary judgements of ascertainable amounts incurred by, at the request of, or on behalf of any tenant or other occupant of the Properties or, any encumbrance on the fee simple title to the real property that is subject to the Ground Lease or underlying Peach Street I Leasehold Property. Notwithstanding the foregoing, Buyer and Sellers acknowledge and agree that # the Properties are presently encumbered by certain mortgages, deeds of trust, assignments of leases and/or other security instruments granted by the Sellers that secure a loan that was obtained in March 2019 (collectively, the “Existing Mortgages”), which Existing Mortgages must be released at Closing; # Sellers shall use commercially reasonable efforts to secure all of the necessary documentation for such releases from the lender on or prior to the originally scheduled Closing Date (each, an “Existing Mortgages Release”); and # in the event Sellers have been unable to obtain all necessary documentation for one or more Existing Mortgages Release by the then scheduled Closing Date, Sellers shall have the right to extend the Closing Date by up to fifteen (15) days upon written notice to Buyer delivered on or prior to the date that is three (3) business days prior to the then scheduled Closing Date for the sole purpose of allowing Sellers additional time to obtain the same. In the event that Sellers are unable to obtain one or more Existing Mortgages Release as of the Closing Date (as it may be extended) despite having exerted commercially reasonable efforts to do so, notwithstanding anything contained in this Agreement to the contrary, in no event shall such failure be a Sellers default under this Agreement, but rather a failure of a condition to Closing shall have occurred, and the terms of Section 11 of this Agreement shall control.

LIENS, MORTGAGES & ENCUMBRANCES. The Property is not subject to any mortgages, liens, restrictions, easements or other matters, except those shown on Commitment No. [[Unknown Identifier]] and property taxes for the tax year ​.

Subordination To Mortgages. This Lease is subject to and subordinate to all ground leases, mortgages and deeds of trust which affect Building 3 or the Property and which are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding the foregoing, if requested by Landlord, Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by the existing lessor or lender to assure the subordination of this Lease to such ground lease, mortgage or deed of trust, including but not limited to a subordination agreement in the form attached to this Lease as Exhibit E or such other form as any such lessor or lender may require. However, if the lessor under any such ground lease or any lender holding any such mortgage or deed of trust shall advise Landlord that it desires or requires this Lease to be made prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all customary or reasonable documents or instruments which Landlord and such lessor or lender deems necessary or desirable to make this Lease prior thereto. Tenant hereby consents to Landlord’s ground leasing the land underlying Building 3 or the Property and/or encumbering Building 3 or the Property as security for future loans on such terms as Landlord shall desire, all of which future ground leases, mortgages or deeds of trust shall be subject to and subordinate to this Lease. However, if any lessor under any such future ground lease or any lender holding such future mortgage or deed of trust shall desire or require that this Lease be made subject to and subordinate to such future ground lease, mortgage or deed of trust, then Tenant agrees, within ten (10) business days after Landlord’s written request therefor, to execute, acknowledge and deliver to Landlord any and all documents or instruments requested by Landlord or by such lessor or lender to assure the subordination of this Lease to such future ground lease, mortgage or deed of trust, but only if such lessor or lender agrees in such subordination agreement, in the form attached to this lease as Exhibit E or on another recordable form reasonably acceptable to Tenant, not to disturb Tenant’s quiet possession of the Leased Premises so long as Tenant is not in default under this Lease (a “Nondisturbance Agreement”). If the proposed form of Nondisturbance Agreement is on a different form than the form attached as Exhibit E, then Tenant shall not object to any concept included in such other form which is substantially the same as a provision set forth in Exhibit E. Landlord shall obtain a Nondisturbance Agreement from its current lender within a reasonable period of time (not to exceed thirty (30) days) after the execution hereof, which Nondisturbance Agreement shall be combined with an agreement to effect the subordination provisions hereof, and which shall be on the form attached hereto as Exhibit E. Tenant’s failure to execute and deliver such documents or instruments within ten (10) business days after Landlord’s request therefor shall be a material default by Tenant under this Lease, and no further notice shall be required under Paragraph 12.1(c) or any other provision of this Lease, and Landlord shall have all of the rights and remedies available to Landlord as Landlord would otherwise have in the case of any other material default by Tenant, it being agreed and understood by Tenant that Tenant’s failure to so deliver such documents or instruments in a timely manner could result in Landlord being unable to perform committed obligations to other third parties which were made by Landlord in reliance upon this covenant of Tenant.

It is agreed that the rights and interest of Tenant under this Lease shall be: # subject and subordinate to the lien of any present or future first mortgage and to any and all advances to be made thereunder, and to the interest thereon, upon the Demised Premises or any property of which the Demised Premises are a part, if the holder of such mortgage shall elect, by notice to Tenant, to subject and subordinate the rights and interest of Tenant under this Lease to the lien of its mortgage and a commercially reasonable subordination, non-disturbance and attornment agreement in recordable form (a “SNDA”) is duly executed by the Landlord and the holder of such mortgage and delivered to Tenant; or # prior to the lien of any present or future first mortgage, if the holder of such mortgage shall elect, by notice to Tenant, to give the rights and interest of Tenant under this Lease priority to the lien of its mortgage. It is understood and agreed that the holder of such mortgage may also elect, by notice to Tenant, to make some provisions hereof subject and subordinate to the lien of its mortgage while granting other provisions hereof priority to the lien of its mortgage. In the event of any of such elections, and upon notification by the holder of such mortgage to that effect and the execution and delivery of an SNDA, the rights and interest of Tenant under this Lease shall be deemed to be subordinate to, or to have priority over, as the case may be, the lien of said mortgage, irrespective of the time

Release of Mortgages. Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust and monetary liens of ascertainable amounts encumbering the Property incurred by, for, or on behalf of Seller shall be paid by Seller at or prior to Closing, or removed from record by the Title Company. For clarity, in no event shall the foregoing require Seller to satisfy or expend money to remove any mortgages, deeds of trust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any tenant or other occupant of the Property, or any encumbrance on the fee simple title to the real property that is subject to the Ground Lease.