New Lease. In the event of the termination of this ILEC Master Lease other than due to a default as to which the Permitted Leasehold Mortgagee had the opportunity to, but did not, cure the default as set forth in [Sections 17.1(d) and 17.1(e)])] above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this ILEC Master Lease has been terminated (“Notice of Termination”), together with a statement of all sums which would at that time be due under this ILEC Master Lease but for such termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case if a Discretionary Transferee) for the remainder of the term of this ILEC Master Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which have already been fulfilled) of this ILEC Master Lease, provided:

New Lease Priorities. It is the intention of the parties that such New Lease shall continue to maintain the same priority as this Lease with regard to any Facility Mortgage or any other lien, charge or encumbrance created by the acts of Landlord on the Leased Property or any part thereof or this Lease (but Landlord shall not be deemed to make any representation or warranty to that effect). If more than one Permitted Leasehold Mortgagee shall request a New Lease pursuant to [subsection (f)(i)] of this [Section 17.1], Landlord shall enter into such New Lease with the Permitted Leasehold Mortgagee whose mortgage is senior in lien, or with its Permitted Leasehold Mortgagee Designee acting for the benefit of such Permitted Leasehold Mortgagee prior in lien foreclosing on Tenant’s interest in this Lease. Landlord, without liability to Tenant or any Permitted Leasehold Mortgagee with an adverse claim, may rely upon a title insurance policy issued by a reputable title insurance company as the basis for determining the appropriate Permitted Leasehold Mortgagee who is entitled to such New Lease.

Lease. The Lease delivered to Purchaser as part of Purchaser’s due diligence review of the Property is true, correct, and complete in all respects. The Lease is in full force and effect and has not been amended, modified or assigned, except as disclosed to Purchaser. Tenant is the present tenant under the Lease and, to Seller’s knowledge, there are no subtenants occupying space at the Property. To Seller’s knowledge, Tenant is not entitled to any concession, rebate, allowance, or rent abatement under the Lease or any other agreement with Seller. Seller has neither # received any written notice from Tenant asserting or alleging that Seller is in default under the Lease, nor # sent to Tenant any written notice alleging or asserting that Tenant is in default under the Lease. Seller represents and warrants that it has complied with and satisfied all conditions and obligations set forth in Section 7(II) of the First Amendment of Lease.

New Lease. If Tenant timely exercises its Right of First Offer as set forth herein, then Landlord and Tenant shall, within thirty (30) days thereafter, execute a new lease for such First Offer Space (the "First Offer Lease"), which First Offer Lease shall be on the same TCCs of this Lease, except as provided in the First Offer Notice and this Section 1.3 to the contrary. In no event shall the TCCs of Section 1.4, below apply to the First Offer Lease. Notwithstanding the foregoing, the failure of Landlord and Tenant to execute and deliver such First Offer Lease shall not affect an otherwise valid exercise of Tenant's first offer rights or the parties' rights and responsibilities in respect thereof.

New Lease. In the event of the termination of this Lease other than due to a default as to which the Permitted Leasehold Mortgagee had the opportunity to, but did not, cure the default as set forth in [Sections 17.1(d) and 17.1(e)])] above, Landlord shall provide each Permitted Leasehold Mortgagee with Notice that this Lease has been terminated (“Notice of Termination”), together with a statement of all sums which would at that time be due under this Lease but for such termination, and of all other defaults, if any, then known to Landlord. Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee (in each case only if such entity is a Foreclosure Transferee) for the remainder of the Term (including any Renewal Terms) of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all options to renew but excluding requirements which have already been fulfilled) of this Lease, provided:

New Lease Priorities. If more than one Permitted Leasehold Mortgagee shall request a New Lease pursuant to [Section 17.1(f)(i)], Landlord shall enter into such New Lease with the Permitted Leasehold Mortgagee whose mortgage is senior in lien, or with its Permitted Leasehold Mortgagee Designee acting for the benefit of such Permitted Leasehold Mortgagee prior in lien foreclosing on Tenant’s interest in this ILEC Master Lease. Landlord, without liability to Tenant or any Permitted Leasehold Mortgagee with an adverse claim, may rely upon a title insurance policy issued by a reputable title insurance company as the basis for determining the appropriate Permitted Leasehold Mortgagee who is entitled to such New Lease.

New Lease. If Tenant timely exercises its Phase 2 Right of First Offer as set forth herein, then Landlord (or an affiliate of Landlord) and Tenant shall, within thirty (30) days thereafter, execute a new lease for such Phase 2 First Offer Space (the "Phase 2 First Offer Lease"), which Phase 2 First Offer Lease shall be on the same TCCs of this Lease, except as provided in the Phase 2 First Offer Notice and this Section 1.4 to the contrary, with appropriate modifications to account for the multi-tenant nature of the Phase 2 First Offer Space. In no event shall the TCCs of Section 1.4, below apply to the Phase 2 First Offer Lease. Notwithstanding the foregoing, the failure of Landlord (or affiliate of Landlord) and Tenant to execute and deliver such Phase 2 First Offer Lease shall not affect an otherwise valid exercise of Tenant's first offer rights or the parties' rights and responsibilities in respect thereof.

New Lease. Landlord agrees that, notwithstanding anything to the contrary herein, in the event of termination of this Lease by reason of any Event of Default, as a consequence of any Leasehold Mortgage Foreclosure, or if this Lease is rejected or disaffirmed by Tenant pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, then Landlord will enter into a new lease for the Premises with the Leasehold Mortgagee or any Transferee for the remainder of the Term effective as of the date of such termination, Leasehold Mortgage Foreclosure or rejection, upon substantially the same terms, provisions, covenants, and agreements as herein contained, provided that the Leasehold Mortgagee or any Transferee shall # make written request upon Landlord of such new lease consistent with the terms of this Lease within sixty (60) days after the later of # the date of such termination, Leasehold Mortgage Foreclosure or rejection, or # the date of the Leasehold Mortgagee’s receipt of notice of the termination or rejection from Landlord, # with respect to the period of time between such termination, Leasehold Mortgage Foreclosure or rejection and the date on which the new lease shall be executed, pay all installments of Rent specified hereunder as and when due as if there had been no termination, Leasehold Mortgage Foreclosure or rejection, and # if there shall have been any default by Tenant hereunder prior to such termination, # cure any such monetary default prior to the execution of such new lease, and # commence to cure any such non-monetary default or breach within sixty (60) days after the execution of such new lease, and continuously pursue such cure and complete the same as soon as practicable. The parties shall act promptly to execute such new lease after Landlord’s receipt of such request. If, as a result of any such termination of the Lease, Landlord shall have succeeded to the interest of Tenant under any sublease of all or any portion of the Premises, Landlord shall execute and deliver an assignment of such interest to the tenant under the new lease simultaneously with the delivery of such new lease.

Lease. To the extent the same are in Seller’s possession, original executed counterparts of the Lease;

Lease. The following documents constitute the entire agreement between Landlord and Tenant with respect to such lease: Ground Lease dated July 22, 1983 between U.A. Tambellini (predecessor to Landlord) and William Kelley, Rayne Kelley, Ryland Kelley and Shirley Kelley (“The Kelleys”), as amended, modified, and assigned by that certain Memorandum of Ground Lease recorded August 3, 1983 as Instrument No. 7769118 in Book H 777, Page 649 of Official Records of Santa Clara, California (“Official Records”); First Amendment to Ground Lease dated March 18, 1986 between U.A. Tambellini and De Anza Plaza Associates, a California limited partnership (“DAPA”) (successor in interest to The Kelleys); Memorandum of Agreement of Ground Lease recorded April 1, 1986 as Instrument No. 8734984 in Book J 645, Page 1016 of Official Records; Affirmation of Ground Lease and Attornment Agreement dated February 22, 1994 between U.A. Tambellini and Fidelity Federal Bank (“FFB”) (successor in interest to DAPA), recorded April 28, 1994 as Instrument No. 12472906 in Book N 419, Page 615 of Official Records; Second Amendment to Ground Lease dated August 20, 2007 between U.A. Tambellini, as Trustee of the U.A. Tambellini Family Trust under Declaration of Trust dated May 21, 1992, as Lessor, and 500 Forbes, LLC, a California limited liability company, and Moulds 500 Forbes Associates, LLC, a Delaware limited liability company, as tenants in common, collectively, as Lessee; Assignment and Assumption of Ground Leases and Deed of Improvements effective as of December 14, 2016 and recorded December 14, 2016 as Instrument No. 23533064, and intervening assignments recorded February 27, 1984 in Book 1333, Page 161 as Instrument No. 7988094; May 17, 1993 in Book M 778, Page 467 as Instrument No. 11907104; August 16, 1996 as Instrument No. 13411135; April 21, 1998 as Instrument No. 14150514 and Instrument No. 14150519; June 27, 2000 as Instrument No. 15292439; and August 23, 2007 as Instrument No. 19560623 all of Official Records (collectively, the “Ground Lease”). The Ground Lease has not been modified, changed, altered or amended in any respect except as set forth above. A correct and complete copy of the Ground Lease is attached as Exhibit B. Except as set forth above, there have been no amendments to or modifications of the Ground Lease. The Ground Lease is in full force and effect.