Common use of Prime Lease Clause in Contracts

Prime Lease. (a) The term "Prime Lease", as such term is referred to ----------- in this lease, means that certain Lease Agreement entered into by and between Marathon Realty Corporation, as Landlord, and K-VA-T Food Stores, Inc., as Tenant, covering the land and building occupied by Store in which Premises are located, and dated August 1, 1987. (b) This lease is executed by Lessor and Lessee as a sublease under said Prime Lease, and shall be subject and subordinate to all of the terms and conditions of said Prime Lease. Subject to the provisions of Section 4 hereof, upon the termination of said Prime Lease for any reason, this lease shall terminate. In the event that said Prime Lease is terminated and Lessor continues to occupy said store building and operate said store, whether as tenant or owner, this lease shall not terminate, but remain in effect until the earlier of: 1. Cessation of operation of said store by Lessor, or, 2. Its term, including any extension thereof, expires. In the event that Lessor ceases operations in said store and relocates within a one-mile radius of the store building within one year of cessation of operations, Lessee shall have the opportunity to relocate with Lessor. The relocation of Lessee with Lessor shall be contingent upon: 1. The approval by Lessor of Lessees's bank facility plans, 2. Where applicable, Lessees's maintaining operations at both the old and new facilities, 3. Monthly rental from Lessee in the new store building shall increase in proportion to Lessor's increased occupancy costs and, 4. Said relocation does not violate any terms and conditions or any exclusive rights granted previously by Lessor's landlord, pursuant to the Prime Lease for the new store building. (c) Lessee agrees that this lease is and shall be subordinate and subject to the lien of any first mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof which may now or hereafter affect or encumber the fee title to the Premises and the land upon which the store building is located. The preceding sentence pertaining to the subordination of this lease to any first mortgage, security deed, or other instrument in the nature thereof shall be self-operative, and no further instrument or subordination shall be required by the holder of any such instrument affecting or encumbering the fee title of the Premises or the land upon which the store building is located. In confirmation of such subordination, Lessee shall, upon demand, at any time or times, execute, acknowledge, and deliver to Lessor or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument, without expense, any and all instruments that may be requested by Lessor or such holder to evidence the subordination of this lease and all rights hereunder to the lien of any such mortgage, deed to secure debt, deed of trust, or other instrument, and each renewal, modification, consolidation, replacement, and extension thereof. (d) Lessor covenants and warrants that it has obtained all requisite consent to the subletting of Premises to Lessee, and that it has the unqualified right to enter into this lease agreement and sublet Premises to Lessee.

Prime Lease. (a) The term "Prime Lease", as such term is referred ----------- to ----------- in this lease, means that certain Lease Agreement entered into by and between Marathon Realty CorporationXxxx Xxxxxx, Xxx Xxxxxx et. al., as Landlord, and K-VA-T Food Stores, Inc.Xxxxx Realty, as Tenant, covering the land and building occupied by Store in which Premises are located, and dated August 1March 24, 19871981. (b) This lease is executed by Lessor and Lessee as a sublease under said Prime Lease, and shall be subject and subordinate to all of the terms and conditions of said Prime Lease. Subject to the provisions of Section 4 hereof, upon the termination of said Prime Lease for any reason, this lease shall terminate. In the event that said Prime Lease is terminated and Lessor continues to occupy said store building and operate said store, whether as tenant or owner, this lease shall not terminate, but remain in effect until the earlier of: 1. Cessation of operation of said store by Lessor, or, 2. Its term, including any extension thereof, expires. In the event that Lessor ceases operations in said store and relocates within a one-mile radius of the store building within one year of cessation of operations, Lessee shall have the opportunity to relocate with Lessor. The relocation of Lessee with Lessor shall be contingent upon: 1. The approval by Lessor of LesseesLessee's bank facility plans, 2. Where applicable, LesseesLessee's maintaining operations at both the old and new facilities, 3. Monthly rental from Lessee in the new store building shall increase in proportion to Lessor's increased occupancy costs and, 4. Said relocation does not violate any terms and conditions or any exclusive rights granted previously by Lessor's landlord, pursuant to the Prime Lease for the new store building. (c) Lessee agrees that this lease is and shall be subordinate and subject to the lien of any first mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof which may now or hereafter affect or encumber the fee title to the Premises and the land upon which the store building is located. The preceding sentence pertaining to the subordination of this lease to any first mortgage, security deed, or other instrument in the nature thereof shall be self-operative, and no further instrument or subordination shall be required by the holder of any such instrument affecting or encumbering the fee title of the Premises or the land upon which the store building is located. In confirmation of such subordination, Lessee shall, upon demand, at any time or times, execute, acknowledge, and deliver to Lessor or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument, without expense, any and all instruments that may be requested by Lessor lessor or such holder to evidence the subordination of this lease and all rights hereunder to the lien of any such mortgage, deed to secure debt, deed of trust, or other instrument, and each renewal, modification, consolidation, replacement, and extension thereof. (d) Lessor covenants and warrants that it has obtained all requisite consent to the subletting of Premises to Lessee, and that it is has the unqualified right to enter into this lease agreement and sublet Premises to Lessee.

Prime Lease. (a) The term "Prime Lease", as such term is referred ----------- to ----------- in this lease, means that certain Lease Agreement entered into by and between Marathon Realty Corporation, as Landlord, and K-VA-T Food Stores, Inc., as Tenant, covering the land and building occupied by Store in which Premises are located, and dated August 1, 1987. (b) This lease is executed by Lessor and Lessee as a sublease under said Prime Lease, and shall be subject and subordinate to all of the terms and conditions of said Prime Lease. Subject to the provisions of Section 4 hereof, upon the termination of said Prime Lease for any reason, this lease shall terminate. In the event that said Prime Lease is terminated and Lessor continues to occupy said store building and operate said store, whether as tenant or owner, this lease shall not terminate, but remain in effect until the earlier of: 1. Cessation of operation of said store by Lessor, or, 2. Its term, including any extension thereof, expires. In the event that Lessor ceases operations in said store and relocates within a one-mile radius of the store building within one year of cessation of operations, Lessee shall have the opportunity to relocate with Lessor. The relocation of Lessee with Lessor shall be contingent upon: 1. The approval by Lessor of LesseesLessee's bank facility plans, 2. Where applicable, LesseesLessee's maintaining operations at both the old and new facilities, 3. Monthly rental from Lessee in the new store building shall increase in proportion to Lessor's increased occupancy costs and, 4. Said relocation does not violate any terms and conditions or any exclusive rights granted previously by Lessor's landlord, pursuant to the Prime Lease for the new store building. (c) Lessee agrees that this lease is and shall be subordinate and subject to the lien of any first mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof which may now or hereafter affect or encumber the fee title to the Premises and the land upon which the store building is located. The preceding sentence pertaining to the subordination of this lease to any first mortgage, security deed, or other instrument in the nature thereof shall be self-operative, and no further instrument or subordination shall be required by the holder of any such instrument affecting or encumbering the fee title of the Premises or the land upon which the store building is located. In confirmation of such subordination, Lessee shall, upon demand, at any time or times, execute, acknowledge, and deliver to Lessor or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument, without expense, any and all instruments that may be requested by Lessor lessor or such holder to evidence the subordination of this lease and all rights hereunder to the lien of any such mortgage, deed to secure debt, deed of trust, or other instrument, and each renewal, modification, consolidation, replacement, and extension thereof. (d) Lessor covenants and warrants that it has obtained all requisite consent to the subletting of Premises to Lessee, and that it is has the unqualified right to enter into this lease agreement and sublet Premises to Lessee.

Prime Lease. 14.1 Tenant acknowledges that this Lease is subject and subordinate to the Prime Lease; provided, however, that Landlord shall deliver to Tenant a Consent, Estoppel and Non-Disturbance Agreement substantially in the form attached hereto and made a part hereof as Exhibit “J” (the “Prime Landlord Non-Disturbance Agreement”) executed by Landlord and the Prime Landlord on or before May 1, 2000. If Landlord shall not have obtained the Prime Landlord Non-Disturbance Agreement on or before May 1, 2000, then at any time thereafter, but prior to Landlord having obtained the Prime Landlord Non-Disturbance Agreement, such failure shall be an Event of Default under Section 10.4 of this Lease entitling Tenant to exercise any of its rights and remedies thereunder and, in addition, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof. 14.2 Landlord represents and warrants to Tenant that: (a) The term "Prime Lease", as such term Lease is referred to ----------- in this lease, means that certain Lease Agreement entered into by full force and between Marathon Realty Corporation, as Landlordeffect, and K-VA-T Food Stores, Inc., as Tenant, covering the land and building occupied by Store in that no default exists (nor is there any fact or condition which Premises are locatedwith notice or lapse of time may become a default) thereunder, and dated August 1, 1987.that all rental payments under the Prime Lease are current; (b) This lease is executed Landlord shall not amend, modify or terminate the Prime Lease, or fail to exercise any option or right thereunder, or grant its consent where required thereunder, to the extent that same would adversely affect Tenant's rights and entitlements under this Lease or its use or enjoyment of the Premises, without Tenant's prior written consent; (c) Landlord shall not violate or breach any of the terms, covenants or agreements on its part to be performed under the Prime Lease; (d) Landlord shall promptly, upon written request of Tenant, use its best efforts to enforce the full compliance by Lessor the Prime Landlord of its obligations under the Prime Lease to the extent that same affects Tenant's use and Lessee enjoyment of the Premises; (e) Landlord shall promptly furnish Tenant with any default notices Landlord receives from the Prime Landlord; (f) Should Landlord ever be in default under the Prime Lease and the Prime Lease shall be in jeopardy due to Landlord's failure to timely cure such default, then Tenant shall have the right, but not the obligation, to cure the default on behalf of Landlord and at Landlord's cost and account. Landlord shall promptly reimburse Tenant for any reasonable costs incurred by Tenant in connection with Tenant's efforts to cure Landlord's default; and Tenant shall have the right to deduct such costs from its rental obligations hereunder if Landlord fails to so reimburse Tenant within thirty (30) days after Tenant's demand therefor accompanied by bills or receipts evidencing such costs; (g) Should Landlord purchase the Premises, then this Lease shall continue as a sublease direct lease between Landlord and Tenant on the terms and conditions contained in this Lease; (h) Landlord shall indemnify, protect, defend and hold Tenant and its agents, employees and directors harmless from and against any and all damages, suits, loss, costs, expenses, claims, causes of action, liabilities, including, without limitation, reasonable attorneys' fees and costs and litigation expenses relating or resulting from (i) termination of the Prime Lease for any reason other than Prime Landlord's default thereunder (and all damages, suits, loss, costs, expenses, claims, causes of action, liabilities and attorneys' fees incurred by Prime Landlord in connection with any such termination), or (ii) breach by Landlord of any of its obligations under said the Prime Lease, Landlord shall, at its own expense, defend all actions brought against Tenant, its agents or employees, for which Landlord is responsible for indemnification hereunder, with legal counsel reasonably acceptable to Tenant and, if Landlord fails to do so, Tenant (at its option, but without being obligated to do so) may, at the expense of Landlord and upon notice to Landlord, defend such actions and Landlord shall reimburse Tenant for all such costs and expenses. The provisions of this subparagraph shall survive the expiration or early termination of this Lease or the Prime Lease and shall continue to remain an obligation of Landlord for the term of this Lease and all renewals and extensions thereof, even if this Lease or the Prime Lease is assigned, sublet, or the Premises is purchased or in any way transferred; and (i) Upon the request of Tenant, Landlord agrees that, as tenant under the Prime Lease, it shall be obligated to timely exercise the option contained in the Prime Lease to extend the Prime Lease, and shall be subject and subordinate to all perform such other obligations under the Prime Lease necessary to extend the term of the terms and conditions Prime Lease so that the term of said the Prime Lease is at least as long as the Term of this Lease, as extended by Tenant. Landlord shall furnish Tenant with a copy of its notice to the Prime Landlord evidencing its exercise of the renewal option under the Prime Lease. Subject to the provisions of Section 4 hereof, upon the termination of said Prime Lease for any reason, this lease shall terminate. In the event that said Prime Lease is terminated and Lessor continues Tenant does not timely receive a true copy of Landlord's election to occupy said store building and operate said store, whether as tenant or owner, this lease shall not terminate, but remain in effect until extend the earlier of: 1. Cessation of operation of said store by Lessor, or, 2. Its term, including any extension thereof, expires. In the event that Lessor ceases operations in said store and relocates within a one-mile radius term of the store building within one year of cessation of operationsPrime Lease, Lessee shall have the opportunity Landlord hereby irrevocably appoints Tenant as its attorney-in-fact to relocate with Lessor. The relocation of Lessee with Lessor shall be contingent upon: 1. The approval by Lessor of Lessees's bank facility plans, 2. Where applicable, Lessees's maintaining operations at both the old and new facilities, 3. Monthly rental from Lessee make such election in the new store building shall increase in proportion to Lessor's increased occupancy costs and, 4. Said relocation does not violate any terms name and conditions or any exclusive rights granted previously by Lessor's landlord, pursuant to the Prime Lease for the new store buildingon behalf of Landlord. (c) Lessee agrees that this lease is and shall be subordinate and subject to the lien of any first mortgage, deed to secure debt, deed of trust, or other instrument in the nature thereof which may now or hereafter affect or encumber the fee title to the Premises and the land upon which the store building is located. The preceding sentence pertaining to the subordination of this lease to any first mortgage, security deed, or other instrument in the nature thereof shall be self-operative, and no further instrument or subordination shall be required by the holder of any such instrument affecting or encumbering the fee title of the Premises or the land upon which the store building is located. In confirmation of such subordination, Lessee shall, upon demand, at any time or times, execute, acknowledge, and deliver to Lessor or the holder of any such mortgage, deed to secure debt, deed of trust, or other instrument, without expense, any and all instruments that may be requested by Lessor or such holder to evidence the subordination of this lease and all rights hereunder to the lien of any such mortgage, deed to secure debt, deed of trust, or other instrument, and each renewal, modification, consolidation, replacement, and extension thereof. (d) Lessor covenants and warrants that it has obtained all requisite consent to the subletting of Premises to Lessee, and that it has the unqualified right to enter into this lease agreement and sublet Premises to Lessee.