The Ground Lease either # is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or # is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

be liable for any previous act or omission of Landlord under this lease, except as to any continuing act or ommission, in which event the successor shall only be liable to the extent such act or omission existed during its period as successor Landlord hereunder; provided Tenant shall have given any notice required by any non-disturbance and attornment agreement among Landlord, Tenant and such ​ or superior lessor;

All Leases entered into after the date of this Deed of Trust shall contain # provisions pursuant to which tenant agrees that such Lease is subordinate to the lien of this Deed of Trust and that the tenant will attorn to the purchaser of the Property following a foreclosure of the same; provided, such attornment is subject to customary non-disturbance provisions, and # a provision authorizing the tenant thereunder to pay the Rents to Beneficiary upon notice of an Event of Default.

Subtenant agrees that, to the extent that the Sublease provides for a rental which is more than the Annual Rental and recurring additional rent payable by Sublandlord from time to time throughout the term of the Prime Lease with respect to or allocable to the Subleased Premises (the “Increased Rent”), the rent payable under the Prime Lease will automatically and without condition become equal to the Increased Rent, if, as and when the attornment provided for herein becomes effective between Landlord and Subtenant and Subtenant shall be obligated to pay such amounts on the dates specified in the Prime Lease for the payment of Annual Rental and additional rent, as applicable. Upon such attornment, the Prime Lease shall, automatically and without further act required on the part of any party, be deemed amended to accomplish the foregoing provisions of this Section 6; provided that, at Landlord’s request, Subtenant shall execute and exchange any instrument Landlord may reasonably request to confirm such amendment. The parties hereto agree that, for purposes of this Agreement, all Annual Rental and additional rent under the Sublease shall be deemed allocated to the Subleased Premises on a proportionate basis (based on square footage).

Subject to the terms and conditions of this Paragraph 17, this Lease shall be and is hereby declared to be subject and subordinate at all times to: # all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Building and Project are situated, or both; and # any mortgage or deed of trust which may now exist or be placed upon the Building, the Project and/or the land upon which the Building or the Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any of said items which is specified as security (such leases, mortgages and deeds of trust are referred to herein, collectively, as “Superior Interests”), and all advances made upon the security of such mortgages or deeds of trust, all without the necessity of any further instrument executed or delivered by or on the part of Tenant for the purpose of effectuating such subordination, unless the holder of any such Superior Interest (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Superior Interest, Tenant, upon request, shall attorn to the Security Holder or foreclosure sale purchaser or any successor thereto and shall recognize such party as the lessor hereunder provided such Security Holder, purchaser or successor thereto accepts all of the terms, covenants and conditions of this Lease and agrees not to disturb Tenant’s occupancy so long as there is no Event of Default hereunder. Tenant agrees with Security Holder that if Security Holder or any foreclosure sale purchaser or successor thereto shall succeed to the interest of Landlord under this Lease, such Security Holder, purchaser or any successor thereto shall not be # liable for any action or omission of any Landlord under this Lease arising prior to such Security Holder, purchaser or successor acquiring title to and possession of the Premises, or # subject to any offsets, defenses or counterclaims which Tenant might have against any prior Landlord, or # bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or # bound by any modification or amendment of this Lease not consented to by such Security Holder, purchaser or any successor thereto. Within ten (10) Business Days after request by Landlord, Tenant covenants and agrees to execute and deliver commercially reasonable instruments evidencing such subordination of this Lease to any such Superior Interest, and such attornment, as may be required by Landlord or by the Security Holder of such Superior Interest. Landlord, Tenant and the existing Security Holder shall enter into a Subordination, Non Disturbance and Attornment Agreement substantially in the Security Holder’s form as previously presented to Tenant with modifications mutually acceptable to Landlord, Tenant and the Security Holder.

shall recognize Sublessee as Landlord’s tenant, upon the terms and conditions and at the rental rate specified in the Sublease, and for the then remaining term of the Sublease, except that Landlord shall not be bound by any provision of the Sublease which in any way increases Landlord’s duties, obligations or liabilities to Sublessee beyond those owed to Tenant under the Master Lease. Sublessee agrees to execute and deliver at any time and from time to time, upon request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Landlord shall not # be liable to Sublessee for any act, omission or breach of the Sublease by Tenant, # be subject to any offsets or defenses which Sublessee might have against Tenant, # be bound by any rent or additional rent which Sublessee might have paid in advance to Tenant, or # be bound to honor any rights of Sublessee in any security deposit made with Tenant except to the extent Tenant has turned over such security deposit to Landlord. Tenant hereby agrees that in the event of Master Lease Termination, Tenant shall immediately pay or transfer to Landlord any security deposit, rent or other sums then held by Tenant. Landlord shall have the right, in Landlord’s sole discretion, to elect not to have Sublessee attorn to Landlord and, in this event, the Sublease shall be deemed terminated on the date of Master Lease Termination and, Landlord shall have no obligation to permit Sublessee to continue to occupy the Premises.

subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to ​ and any purchaser at a foreclosure sale, # is with a Tenant that is creditworthy, due regard being given to the nature of the Lease and the premises demised thereby, # is written substantially in accordance with the standard form of Lease (or, for a renewal, amendment or modification of a Lease, does not conflict with the terms and conditions of such standard form of Lease) which shall have been approved by ​ (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant), # is an arms-length transaction with a bona fide, independent third-party Tenant that is not an Affiliate of ​, for a purpose that is not a Prohibited Lease Use (and such Lease does not permit the Tenant to conduct its business in a manner that would violate a Prohibited Lease Use), and # does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the Property), or any other terms which could reasonably be expected to materially adversely affect ​’s rights under the Loan Documents. All other Leases (including Major Leases) and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to ​’s prior approval, which approval shall not unreasonably be withheld, conditioned or delayed. Any Lease with an Affiliate of ​ shall be accompanied by # a guaranty from each Sponsor of such Lease acceptable to ​ and # a subordination and attornment agreement acceptable to ​.

Subordination. This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust. As of the date of this Lease, there is no existing Mortgage encumbering the Project.

Payment Terms and Requirements. All sums payable by Tenant under this Lease shall be paid to Landlord in legal tender of the United States, without setoff, deduction or demand (unless otherwise expressly permitted by this Lease), at the Landlord Payment Address, or to such other party or such other address as Landlord may designate in writing to Tenant upon reasonable prior written notice. At Landlord’s option, exercisable by at least thirty (30) days’ prior written notice with proper wire transfer instructions, Tenant shall make all regularly-recurring Rent payments under this Lease by electronic transfer of funds to a banking institution in the United States of America. Landlord’s acceptance of Rent after it shall have become due and payable shall not excuse a delay upon any subsequent occasion or constitute a waiver of any of Landlord’s rights hereunder. All checks tendered to Landlord on Tenant’s behalf from anyone other than Tenant shall, unless Landlord has commercially reasonable grounds to reject such payment and provides written notice of such rejection to Tenant, be deemed payments for the account of Tenant. Acceptance by Landlord, in its discretion, of Rent from anyone other than Tenant shall not be deemed to operate as # an attornment to Landlord by the payor of such Rent and/or additional rent, # the consent of Landlord to an assignment of this Lease or subletting by Tenant of the Premises to such payor, # a modification of any of the provisions of this Lease, # an acknowledgement or agreement by Landlord that such payor has any right to possess or otherwise use or occupy the Premises, or # a waiver of Landlord’s right, based on commercially reasonable grounds, to refuse to accept future payments from anyone other than Tenant. If any sum payable by Tenant under this Lease is paid by check which is returned due to insufficient funds, stop payment order, or otherwise, then: # such event shall be treated as a failure to pay such sum when due (unless Tenant makes such payment by the applicable due date); and # in addition to all other rights and remedies of Landlord hereunder, Landlord shall be entitled # to impose a returned check charge equal to Fifty Dollars ($50.00) to cover Landlord’s administrative expenses and overhead for processing, and # if such event occurs more than two times during any Lease Year, to require that all future payments be remitted by wire transfer or electronic funds transfer.