KOTTINGER GARDENS PHASE 2 AGREEMENTS

4. City intentionally and unconditionally subordinates all of City's right, title and interest in and to the Property arising in connection with the City Documents to the lien or charge of the County Documents and understands that in reliance upon, and in consideration of, this subordination, specific loans and advances are being and will be made by County and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this subordination. 5. City agrees that with respect to County, the cure periods set forth in paragraph (a)(3), paragraph (a)(4) of Section 8.2 of the Ground Lease, and the notice period set forth in paragraph (a)(9) of Section 8.2 of the Ground Lease shall be the greater of the notice and cure period set forth in the Ground Lease or ninety (90) days. City further agrees that the County Loan is an "Approved Loan" as defined in the Ground Lease and the County Documents may encumber Borrower's leasehold interest in the Property. 6. General Provisions. 6.1 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 6.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 6.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California. 6.4 Attorneys' Fees. If either Party commences an action against the other to enforce any obligation contained herein, or to interpret any provision hereof, the prevailing Party shall be entitled to recover from the other Party reasonable counsel fees, costs and necessary disbursements, as determined by the court having jurisdiction over the action. 6.5 Modification. This Agreement may be amended or modified only by a written instrument executed by the Parties. 6.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. SIGNATURES ON FOLLOWING PAGES. 535\60\2253378.2