LANDLORD’S ACKNOWLEDGMENT AND SUBORDINATION

As of _______________ ____, 20__, the undersigned, Kilroy Realty, L.P., a

Delaware limited partnership, as Landlord, under the terms of that certain Office Lease, a copy
of which is attached hereto (the “Lease”), acknowledges that, _______________., a
_________________ (“Company”) has entered into a _______________ (as amended, restated
or otherwise modified from time to time, the “Credit Agreement”), dated as of _________, with
certain lenders (“Lenders”) and General Electric Capital Corporation, a Delaware corporation, as
agent (“Agent”) for the Lenders, pursuant to which Credit Agreement, Agent and Lenders have
provided certain financial accommodations to Company.

1. Estoppel. To Landlord’s actual knowledge, without investigation, no

event has occurred and no condition exists which, with the giving of
notice or the lapse of time or both, would constitute a default by
Company under the Lease.

2. Subordination. Landlord agrees that all of Company’s movable

machinery, equipment, goods, inventory, furniture, trade fixtures or other
personal property (together with all replacements, improvements,
substitutions, additions, parts and accessories now owned or hereafter
acquired by Company, as well as the proceeds from the sale, disposition
or other transfer of such personal property, collectively, the “Company’s
Property”) which may be located on the leased premises, and which were
not paid for out of allowances provided to Tenant under Exhibit ”B” to
the Lease (attached hereto), shall remain the personal property of the
Company and shall not become a fixture or part of the realty.
Notwithstanding anything to the contrary contained herein, Landlord
agrees that Company’s Property shall not be deemed a fixture or part of
the real estate but shall at all times be considered personal property of the
Company. Landlord further agrees that (i) any lien or security interest
Landlord may claim against any of Company’s Property which was not
paid for by Landlord-provided funds and/or allowances and are not
permanently affixed is subordinated to any lien or security interest now or
subsequently held by Agent and any Lender in any of such property, and
(ii) unless Agent and Lenders fail to remove the Company's Property as
required under Section 3, below, it shall take no action to exercise any
rights it may have to foreclose, levy, execute, sell or make a distraint
against Company’s Property, and it shall not assert any landlord lien,
right of distraint or other similar or related claim against the Company’s
Property for any reason until such time as the obligations of Company to
Agent and Lenders under the Credit Agreement are indefeasibly paid in
full.

3. Limited Right of Entry. Landlord acknowledges that, notwithstanding any

noncompliance with or default by Company under the Lease, Agent, its
representatives and invitees shall have the limited right, following not less

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 than three (3) business days written notice to Landlord, at the address
listed below or at such other address as Landlord may later specify, to
enter the leased premises (a) at any time prior to the initial lease
expiration date provided in the Lease, as the same may be extended or (b)
within ten business (10) days of Agent’s receipt from Landlord of a
written notice (sent to Agent’s address indicated on the signature page
hereto) of any earlier termination of the Lease, for the purposes of
inspecting and/or removing Company’s Property located on the leased
premises; provided that (i) for the actual period of entry, which shall not
exceed two (2) business days (the “Disposition Period”) by Agent of the
leased premises, Agent will pay to Landlord the Base Rent due under the
Lease pro-rated on a per diem basis determined on a 30-day month plus
any additional charges for excess utility or HVAC charges or Building
services, and (ii) Agent shall provide and retain liability and property
insurance coverage and provide evidence thereof to Landlord in advance
as reasonably required by Landlord.. Agent shall promptly repair any
damage actually caused by the conduct of any inspection or removal of
Company’s Property by or through Agent (ordinary wear and tear
excluded), and use best efforts to conduct such inspection and removal, so
as to minimize any disruption or disturbance to the project in which the
leased premises is located (the “Project”) or the occupants thereof.
Neither Agent nor any Lender shall be liable for any diminution in value
of the leased premises caused by the absence of Company’s Property
removed, and neither Agent nor any Lender shall have any duty or
obligation to remove or dispose of any Company’s Property or any other
property left on the premises by Company; provided that any failure by
Agent or Lender to remove Company's Property within the above-stated
time periods shall be deemed the waiver by such parties of their right to
remove Company's Property and assert a superior interest thereto (in
which case, at Landlord's election, the Property shall become Landlord's
sole and exclusive property). In no event shall Company, Agent, or any
of their respective agents, employees or independent contractors be
allowed to conduct any public auction or private sale in connection with
the Company’s Property from the leased premises or any portion of the
Project, and except as required by applicable laws or otherwise approved
in advance by Landlord (which approval may be granted or withheld in
Landlord’s sole discretion), in no event shall the Project be referenced (by
name or otherwise) in any advertisement or other public notice published
by Agent, Company or any of their respective agents, employees or
independent contractors in connection with the sale of all or any portion
of Company’s Property. During the Disposition Period, Agent shall make
the leased premises available for inspection by Landlord and prospective
tenants and shall cooperate in Landlord's reasonable efforts to re-lease the
leased premises. Agent and Lenders shall indemnify, defend and hold
harmless Landlord, its affiliates, partners, members, parents, and
subsidiaries, and all of the agents, employees, consultants, directors, and

2
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 officers, and the heirs, executors, successors, and assigns of all of the
foregoing (collectively, "Landlord Parties") from any and all injuries and
lawsuits (including reasonable attorneys fees) directly and actually related
to the entry by Lender and its agents and/or removal of Company's
Property by Agent or Lender or their agents, excepting any such matters
arising from the gross negligence or misconduct of the Landlord Parties.

4. Successors and Assigns. This Acknowledgment and Subordination shall

be binding upon the executors, administrators, successors, assigns and
transferees of Landlord and Agent, and shall inure to the benefit of the
successors and assigns of Landlord and Agent, as applicable.

5. Severability. In the event any one or more provisions in this

Acknowledgment and Subordination shall be determined to be invalid,
illegal or unenforceable for any reason, the invalid, illegal or
unenforceable provision or portion thereof shall be deemed severable
from, and shall not affect the validity, legality and enforceability of, the
remaining provisions of this Acknowledgment and Subordination.

6. Governing Law. This Acknowledgment and Subordination shall be

governed and construed under the laws of the State of California.

7. Counterparts. Landlord’s, Agent’s and Company’s execution of this

Acknowledgment and Subordination may be executed in counterparts,
each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.

8. All notices hereunder shall be in writing, sent by certified mail, return

receipt requested or by telecopy, to the respective parties and the
addresses set forth on the signature page or at such other address as the
receiving party shall designate in writing.

[Signatures contained on next page]

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 LANDLORD:

KILROY REALTY, L.P.,

a Delaware limited partnership

By: Kilroy Realty Corporation,

a Maryland corporation, its
General Partner

By:
Name:
Title:

AGENT:

GENERAL ELECTRIC CAPITAL CORPORATION

By:
Name:
Title:

ACKNOWLEDGED AND AGREED

BY COMPANY:

________________________

By:
Its:

By:
Its:

ADDRESS OF LEASED PREMISES:

__________________________________

[Signature Page To Landlord’s Acknowledgment And Subordination]

ADDRESS OF LANDLORD:

Kilroy Realty, L.P.

12200 W. Olympic Blvd., Suite 200
Los Angeles, California 90064
Attention: Legal Department
Phone: (310) 481-8400
Facsimile: (310) 481-6530

and to:

Kilroy Realty, L.P.

12200 W. Olympic Blvd., Suite 200
Los Angeles, California 90064
Attention: Asset Management
Phone: (310) 481-8400
Facsimile: (310) 481-6520

With a copy to:

Allen Matkins Leck Gamble & Mallory LLP

1901 Avenue of the Stars, Suite 1800
Los Angeles, California 90067
Attention: Delmar L. Nehrenberg, Esq.
Phone: (310) 788-2400
Facsimile: (310) 788-2410

ADDRESS OF AGENT:

General Electric Capital Corporation

500 West Monroe Street, 17th Floor
Chicago, Illinois 60661
Attention: Navarre Account Manager
Telecopier No.: (312) 463-3855
Telephone No.: (312) 463-2262

[Signature Page To Landlord’s Acknowledgment And Subordination]

 SCHEDULE 1

OFFICE LEASE

[PLEASE SEE ATTACHED]

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