Common use of Subordination to Prime Lease Clause in Contracts

Subordination to Prime Lease. The Parties acknowledge and agree that in the event LANE COUNTY’s rights in the Property and/or any part of the Tower Site is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (“Ground Lease”), all terms, conditions and covenants contained in this Lease Agreement shall be specifically subject to and subordinate to the terms and conditions of an applicable Ground Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating to the length of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, TENANT agrees to be bound by such Ground Leases as applicable to the access and occupancy of the Licensed Premises. In the event that the Ground Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement shall automatically terminate upon termination of LANE COUNTY’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions under the Ground Lease/x. XXXX COUNTY agrees not to take any action with respect to the Ground Lease as then in effect which will cause the Ground Lease to be prematurely terminated during the term of this Agreement. LANE COUNTY hereby warrants and agrees that it shall exercise any existing renewal option available to it pursuant to the Ground Lease/s through the end of the term of this Agreement. Upon TENANT’s written request, LANE COUNTY shall provide a copy of any applicable Ground Lease/s with the economic terms and other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by the terms of such Ground Lease. Notwithstanding the foregoing, LANE COUNTY shall not be required to pay any form of consideration to obtain the approval or consent of any LANE COUNTY under a Ground Lease.

Subordination to Prime Lease. The Parties acknowledge and agree that in the event LANE COUNTY’s rights in the Property and/or any part of the Tower Site This Sublease is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (“Ground Lease”), all terms, conditions and covenants contained in this Lease Agreement shall be specifically subject to and subordinate to the terms and conditions of an applicable Ground Prime Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating , except to the length of termextent this Sublease allocates responsibility between the Subtenant and the Sublandlord. Subtenant, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, TENANT agrees to be bound by such Ground Leases as applicable to the access in its use and occupancy of the Licensed Premises, shall not cause a violation of the Prime Lease. In Subtenant shall have no right to, and shall not, take any action that may cause a default under the event Prime Lease (or that could result in a default under the Prime Lease but for the passage of time, the giving of notice or both) or that may allow Prime Landlord to exercise any recapture, termination or similar rights under the Prime Lease. Sublandlord shall not suffer or permit a default, breach or voluntary termination of the Prime Lease (except in the case of rights expressly granted in the Prime Lease to terminate the Prime Lease in the case of casualty, condemnation or otherwise). Sublandlord shall have the right to modify the Prime Lease in any manner, provided Subtenant’s rights under this Sublease are not adversely affected in any material manner. Upon Subtenant’s request therefor, Sublandlord shall seek the consent of Prime Landlord for those matters over which Prime Landlord has consent rights under the Prime Lease. Subtenant understands that the Ground Lease expires supplying of heat, light, water, air conditioning, electricity and other utilities, janitorial, cleaning, window washing and elevator services, the provision of any other services, the construction or terminates prior replacement of any improvements, and Premises maintenance and repair are the obligations of Prime Landlord (except as provided herein), and that Sublandlord has no control with respect to the expiration same, shall have no responsibility in connection therewith (except to the extent of its active interference), and shall not be liable in any way with respect to the Initial Term failure of or applicable Renewal Terms, this Agreement interference with any of such services or facilities (except to the extent of its active interference). Sublandlord shall automatically terminate upon termination use commercially reasonable efforts to ensure the performance by Prime Landlord of LANE COUNTYPrime Landlord’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions obligations under the Ground Lease/x. XXXX COUNTY agrees not Prime Lease if requested by Subtenant in writing; provided that in no event shall Sublandlord be obligated to take any action other than at the written request of Subtenant, expend any amounts (other than de minimis amounts) in connection therewith or institute any cause of action or other proceedings with respect to the Ground Lease as then in effect which will cause the Ground Lease to be prematurely terminated during the term of this AgreementPrime Lease. LANE COUNTY hereby warrants and agrees that it shall exercise any existing renewal option available to it pursuant to the Ground Lease/s through the end In all provisions of the term Prime Lease requiring the approval or consent of this Agreement. Upon TENANT’s written requestPrime Landlord, LANE COUNTY Subtenant shall provide a copy of any applicable Ground Lease/s with the economic terms and other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by the terms of such Ground Lease. Notwithstanding the foregoing, LANE COUNTY shall not be required to pay any form of consideration to obtain the approval or consent of Sublandlord hereunder, and of Prime Landlord and it shall be deemed reasonable for Sublandlord to withhold its consent or approval with respect to any LANE COUNTY matter for which Prime Landlord has withheld its consent or approval under a Ground the provisions of the Prime Lease.

Subordination to Prime Lease. The Parties acknowledge (a) Subtenant acknowledges and agree agrees that in this Sublease and the event LANE COUNTY’s rights in the Property and/or any part estate hereby granted are subject and subordinate to all of the Tower Site is derived in whole or part pursuant to an underlying leaseterms, subleasecovenants, permit, easement or other right of use agreement (“Ground Lease”), all termsprovisions, conditions and covenants agreements contained in this the Prime Lease Agreement and to all leases, mortgages, encumbrances and other agreements and/or matter to which the Prime Lease is now or may hereafter become subject and subordinate. This clause shall be specifically self-operative and no further instrument of subordination shall be required. Subtenant shall, however, execute any certificates confirming such subordination which Sublandlord or Prime Landlord may request no later than five (5) business days after receipt of such request. Subtenant also agrees that this Sublease shall be subject to and subordinate to the terms and conditions of an applicable Ground Prime Lease. In the event ; provided, however, that any no amendment or modification of the provisions Prime Lease hereafter entered into shall either materially increase the obligations of Subtenant hereunder or materially adversely affect Subtenant’s rights, powers or privileges hereunder. (b) Subtenant covenants and agrees (i) to perform and to observe all of the Ground Lease are in conflict with any terms, covenants, provisions, conditions and agreements of the provisions of this Agreement Prime Lease (other than those provisions relating including any and all rules and regulations enacted under and pursuant to the length of term, termination rights or financial consideration), the terms of the Ground Prime Lease which shall control. Further, TENANT agrees to be bound by such Ground Leases as applicable to the access and occupancy of the Licensed Premises. In the event that the Ground Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement shall automatically terminate upon termination of LANE COUNTY’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions under the Ground Lease/x. XXXX COUNTY agrees not to take any action with respect to the Ground Lease as then in effect which will cause the Ground Lease from time to be prematurely terminated time during the term of this Agreement. LANE COUNTY hereby warrants Sublease) on Sublandlord’s part to be performed and agrees that it observed to the extent the same have been incorporated herein and are applicable to Subtenant or to the Premises, but nothing herein shall exercise any existing renewal option available to it require the payment by Subtenant of “minimum rent” payable by Sublandlord pursuant to the Ground Prime Lease/s through , (ii) that Subtenant will not do or cause to be done or suffer or permit any act or thing to be done which would or might cause the end Prime Lease or the rights of Sublandlord as tenant thereunder to be cancelled, terminated or forfeited or which would make Sublandlord liable for any increase of the term additional rent payable by Sublandlord pursuant to the Prime Lease, unless Subtenant, on demand, reimburses Sublandlord for any such additional rent increases as provided in this Sublease, or for any damages, claims or penalties; and (iii) to indemnify and hold harmless Sublandlord of, from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind or nature (including, without limitation, reasonable attorneys’ fees and disbursements and expenses of defense and of enforcing this indemnity) arising by reason of Subtenant’s failure to comply with the foregoing or arising from the use, occupancy or manner of use and/or occupancy of the Premises by Subtenant (except to the extent that such use is expressly permitted hereunder), its assignees or sub-subtenants, or their respective employees, agents, servants, contracts, visitors or licensees or from any business conducted therein, or from any work or thing whatsoever or any condition created by or any other act or omission of Subtenant, its assignees or sub-subtenants, or their respective employees, agents, servants, contracts, visitors or licensees, in or about the Premises or any other part of the Building. (c) In the event of any default on the part of Subtenant under any of the terms, covenants, conditions, provisions or agreements of the Prime Lease which have been incorporated herein or of this Agreement. Upon TENANT’s written requestSublease, LANE COUNTY shall provide a copy of in either case, beyond any applicable Ground notice and grace period, Sublandlord shall have all rights and remedies at law or in equity against Subtenant, including, but not limited to, such rights and remedies as are available to Sublandlord against Subtenant under the provisions of the Prime Lease/s , as incorporated herein. (d) Upon the expiration or termination of the Prime Lease, this Sublease shall automatically expire and terminate. If the Prime Lease terminates as a result of a default or breach by Subtenant under this Sublease, then Subtenant shall be liable to and indemnify Sublandlord from the damage suffered as a result of such termination, provided that the foregoing indemnity shall be limited to actual damages and not consequential damages. Sublandlord shall be permitted to agree with Prime Landlord to terminate the Prime Lease without liability to Subtenant provided Prime Landlord is prepared to enter into a direct lease with Subtenant on the same terms and conditions as are contained in the Prime Lease and at the rental rate and with the economic terms expiration date and other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by the terms of such Ground Leaseextension option provided in this Sublease. Notwithstanding the foregoing, LANE COUNTY if the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building or project of which the Premises are a part or otherwise, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder, and Subtenant agrees that Sublandlord shall be free to exercise any such right(s) as may be available to Sublandlord without first obtaining any approval from, or consulting with, Subtenant. Sublandlord shall indemnify and hold Subtenant harmless from and against all claims, liabilities, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) which shall arise directly (i.e., actual damages and not consequential damages) from this Sublease having been cancelled or terminated without Subtenant’s prior written consent, except (x) as set forth in Section 7(a) of Article XI hereof, or (y) as expressly permitted in this Section 2(d), or (z) if Subtenant shall be in default beyond any applicable notice and cure period under this Sublease or if such cancellation or termination shall result from Subtenant’s default beyond any applicable notice and cure period with respect to Subtenant’s performance of Subtenant’s obligations under this Sublease, it being agreed that the foregoing indemnity shall be limited to actual damages and not consequential damages. (e) Subject to the next sentence, Sublandlord shall not be required to pay dispute any form determinations or other assertions or claims of consideration Prime Landlord regarding the obligations of Sublandlord under the Prime Lease for which Subtenant is responsible under the terms of this Sublease. Notwithstanding anything to obtain the approval contrary contained herein, Sublandlord, at Subtenant’s sole cost and expense, agrees upon written request from Subtenant to exercise commercially reasonable good faith efforts in attempting to cause Prime Landlord to perform its obligations under the Prime Lease for the benefit of Subtenant. Subtenant shall promptly reimburse Sublandlord for any and all costs which Sublandlord shall incur in expending such efforts on behalf of Subtenant, and Subtenant does hereby indemnify and agree to hold Sublandlord harmless from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Sublandlord in expending such efforts, except to the extent caused by Sublandlord’s gross negligence or consent of any LANE COUNTY under willful misconduct. Nothing in this Section 2(e) shall require Sublandlord to commence a Ground Leaselawsuit or arbitration proceeding against Prime Landlord.

Subordination to Prime Lease. The Parties acknowledge and agree that in the event LANE COUNTY’s rights in the Property and/or any part of the Tower Site is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (“Ground Lease”), a. This Sublease shall at all terms, conditions and covenants contained in this Lease Agreement shall times be specifically subject to and subordinate to the terms and provisions of the Prime Lease. Except for the Excluded Sections of the Prime Lease and except as otherwise set forth in this Sublease, all of the terms and conditions contained in the Prime Lease are hereby incorporated herein by this reference as terms and conditions of an applicable Ground this Sublease, except that references in the Prime Lease to the terms listed in Column A below shall be deemed to be references to the terms set forth in this Sublease listed in the same row in Column B below: b. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Prime Landlord, as the landlord under the Prime Lease, but (i) Sublandlord shall have no obligation to perform the obligations of Prime Landlord, as landlord under the Prime Lease; (ii) Sublandlord shall not be bound by any representations or warranties of the Prime Landlord under the Prime Lease; (iii) in any instance where the consent of Prime Landlord is required under the terms of the Prime Lease, the consent of Sublandlord and Prime Landlord shall be required; and (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Prime Landlord’s performance of its obligations, as landlord under the Prime Lease. c. Subtenant shall have no rights, and hereby waives any claims with respect to, to any award or other compensation under Article XVIII in the event of any Taking, but this Sublease and Subtenant’s rights otherwise shall remain subject in all respects to the obligations of and limitations upon Lessee under Article XVIII. d. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the Sublease, Sublandlord may exercise any and all rights and remedies granted to Prime Landlord by the Prime Lease with respect to default by the Tenant or Lessee under the Prime Lease. In the event Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Ground Prime Lease. If the Prime Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. e. The cure periods set forth in Article XIX(A) of the Prime Lease are hereby adjusted for purposes of this Sublease as follows: (A) the clause (i) cure period of five (5) business days is hereby shortened to three (3) business days, (B) the clause (ii) cure period of 30 days is hereby shortened to 21 days, (C) the clause (iii) cure period of 90 days is hereby shortened to 60 days, and (D) the clause (iv) cure period of 60 days is hereby shortened to 30 days. f. If any response is needed from Subtenant in conflict order for Sublandlord to respond to an estoppel certificate requested by Prime Landlord, Subtenant shall provide such response as soon as possible, but in the event that Subtenant shall take more than four (4) business days to respond to such a request from Sublandlord, then Sublandlord shall be empowered to answer on Subtenant’s behalf, and Subtenant shall be bound by and estopped from denying any such facts as are represented by Sublandlord. g. In the event that a provision of this Sublease conflicts with any provision of the provisions of this Agreement (other than those provisions relating Prime Lease, as between Sublessor and Sublessee, to the length extent of term, termination rights or financial consideration)such conflict, the terms of the Ground Lease this Sublease shall control. Further, TENANT agrees to be bound by such Ground Leases as applicable to the access and occupancy of the Licensed Premises. In the event that the Ground Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement shall automatically terminate upon termination of LANE COUNTY’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions under the Ground Lease/x. XXXX COUNTY agrees not to take any action with respect to the Ground Lease as then in effect which will cause the Ground Lease to be prematurely terminated during the term of this Agreement. LANE COUNTY hereby warrants and agrees that it shall exercise any existing renewal option available to it pursuant to the Ground Lease/s through the end of the term of this Agreement. Upon TENANT’s written request, LANE COUNTY shall provide a copy of any applicable Ground Lease/s with the economic terms and other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by the terms of such Ground Lease. Notwithstanding the foregoing, LANE COUNTY shall not be required to pay any form of consideration to obtain the approval or consent of any LANE COUNTY under a Ground Lease.

Subordination to Prime Lease. The Parties parties acknowledge and agree that in the event LANE COUNTYLandlord’s rights in the Property and/or any part of the are derived from a certain Lease Agreement dated December 14, 2017, between Horizon Tower Site is derived in whole or part pursuant to Limited Partnership-II, a Kansas limited partnership, by Horizon Tower, LLC, a Delaware limited liability company, its Operations Partner, and Skyview Development Corp., an underlying leaseIdaho corporation, sublease, permit, easement or other right of use agreement (“Ground LeasePrime Lessor”), all a redacted copy of which is attached as Exhibit E hereto, hereinafter referred to as the “Prime Lease.” All terms, conditions and covenants contained in this Lease Agreement shall be specifically subject to and subordinate to the terms and conditions of an applicable Ground Prime Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating to the length of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, TENANT Xxxxxx agrees to be bound by such Ground Leases Prime Lease as applicable to the access and occupancy of the Licensed Premises, and Landlord agrees to provide to Tenant in writing, upon full execution of this Lease, the applicable procedures required by the Prime Lease to access and occupy the Premises. Landlord further agrees to provide written notice to Tenant of any and all alterations or modifications to said procedures or the Prime Lease, immediately upon the date said alterations or modifications become effective. In the event that the Ground Prime Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement Lease shall automatically terminate upon termination of LANE COUNTYLandlord’s right to possession of the Tower Site Premises and TENANT Tenant shall remove its equipment and any improvements from the Tower Site Premises in accordance with this Agreement Lease and any applicable provisions under the Ground Prime Lease/x. XXXX COUNTY . The Landlord shall not terminate the Prime Lease prior to expiration of its term without the express written consent of the Tenant. Xxxxxxxx agrees not to take any action with respect to the Ground Prime Lease as then in effect which will cause the Ground Prime Lease to be prematurely terminated during the term of this AgreementLease. LANE COUNTY Landlord hereby warrants and agrees that it shall exercise any existing renewal option available to it pursuant to the Ground Lease/s Prime Lease and shall use its best efforts to secure any necessary extensions of the term of the Prime Lease through the end of the term of this AgreementLease. Upon TENANT’s written request, LANE COUNTY shall provide a A copy of any applicable Ground Lease/s Prime Lease with the economic terms and other terms that LANE COUNTY Landlord deems reasonably confidential redactedredacted shall be attached to this Lease as Exhibit D and made a part hereof, unless prohibited by the terms of such Ground Prime Lease. To the extent the Landlord is in material breach of the Prime Lease, Landlord shall notify the Tenant of such breach and Tenant may take such actions to cure any such breach under the Prime Lease. The Tenant shall be under no obligation to take such action but may do so solely at its own discretion. In the event Tenant pays any amount on behalf of Landlord on account of Xxxxxxxx’s breach of the terms of the Prime Lease, the Tenant may deduct such amounts paid from the amount that would otherwise be due from the Tenant to Landlord pursuant to this Lease. Notwithstanding the foregoing, LANE COUNTY shall not be required Landlord shall, upon written request by Xxxxxx and at Tenant’s cost and expense, use commercially reasonable efforts to pay any form of consideration assist Tenant in Tenant’s efforts to obtain a non-disturbance and attornment agreement recognizing, among other things, Xxxxxx’s right to remain in occupancy of and have access to the approval or consent Premises as long as Tenant is not in default of any LANE COUNTY under this Lease beyond applicable notice and cure periods (a Ground Lease“Non- Disturbance Agreement”) from the Prime Lessor.

Subordination to Prime Lease. The Parties acknowledge and agree that in the event LANE COUNTY’s rights in the Property and/or any part of the Tower Site (a) This Sub-Sublease is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (“Ground Lease”), all terms, conditions and covenants contained in this Lease Agreement shall be specifically subject to and subordinate to the terms Sublease and conditions of an applicable Ground to the Prime Lease. In If the event Sublease or the Prime Lease is terminated for any cause whatsoever (other than by reason of the willful default of Sub-Sublandlord with respect to Sub-Sublandlord's obligations as tenant under the Sublease, during the term of this Sub-Sublease), Sub-Subtenant shall promptly vacate and surrender the Premises to Sublandlord or to Prime Landlord and this Sub-Sublease shall terminate as of the date of termination of the Sublease or the Prime Lease, and Sub-Sublandlord and Sublandlord shall have no liability and/or obligation to Sub-Subtenant for the termination of this Sub-Sublease. This Section shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, Sub-Subtenant shall execute promptly any certificate that Sublandlord or Prime Landlord may request. Sub-Sublandlord shall make best efforts to provide Sub-Subtenant with a Subordination Non-Disturbance and Attornment Agreement ("SNDA") from Sublandlord which Sublandlord has agreed to provide. (b) With respect to repairs, replacements, restoration, services, and the performance of any other obligations required to be performed by the Prime Landlord under the Prime Lease, and with respect to any consent or approval required to be obtained of the Prime Landlord under the Prime Lease, and provided Sub-Subtenant is not in default hereunder, Sub-Sublandlord's or Sublandlord's sole obligation with respect thereto, upon being requested in writing by Sub-Subtenant, shall be to assign to Sub-Subtenant such rights as Sub-Sublandlord or Sublandlord may have, whether under the Prime Lease or otherwise, to require compliance by the Prime Landlord with all of the provisions of the Ground Prime Lease are in conflict with insofar as they affect the Premises or any of part thereof or the provisions of this Agreement (other than those provisions relating use or occupancy thereof and to the length of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, TENANT agrees to be bound by such Ground Leases as applicable to the access and occupancy of the Licensed Premises. In the event that the Ground Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement shall automatically terminate upon termination of LANE COUNTY’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions under the Ground Lease/x. XXXX COUNTY agrees not to take any action with respect to the Ground Lease as then in effect which will cause the Ground Lease to be prematurely terminated during the term of this Agreement. LANE COUNTY hereby warrants and agrees that it shall exercise any existing renewal option available to it pursuant to the Ground Lease/s through the end of the term of this Agreement. Upon TENANT’s written request, LANE COUNTY shall provide a copy of any applicable Ground Lease/s with the economic terms and other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by the terms of such Ground Lease. Notwithstanding the foregoing, LANE COUNTY shall not be required to pay any form of consideration to obtain seek the approval or consent of the Prime Landlord as well as such rights and remedies as Sub-Sublandlord or Sublandlord may have as a result of the Prime Landlord's failure or refusal to comply with such provisions. Sub-Subtenant acknowledges and agrees that Sub-Sublandlord shall not be liable to Sub-Subtenant with respect to any LANE COUNTY delay, default or failure of the Prime Landlord in the performance by the latter of its obligations and covenants under a Ground Leasethe Prime Lease unless such be due to acts or misconduct of Sub-Sublandlord or Sublandlord and neither shall the Rent, Additional Rent, and other charges hereunder xxxxx nor shall any of the obligations of Sub-Subtenant hereunder be affected by reason thereof and Sub-Subtenant agrees to look solely to the Prime Landlord for the performance of same.

Subordination to Prime Lease. The Parties acknowledge and agree that in the event LANE COUNTY’s rights in the Property and/or any part of the Tower Site (a) This Sublease is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (“Ground Lease”), all terms, conditions and covenants contained in this Lease Agreement shall be specifically subject to and subordinate to the terms and conditions of an applicable Ground Prime Lease. In If the event Prime Lease is terminated for any cause whatsoever (other than by reason of the willful default of Landlord with respect to Landlord's obligations as tenant under the Prime Lease during the term of this Sublease), Tenant shall promptly vacate and surrender the Premises to Landlord and this Sublease shall terminate as of the date of termination of the Prime Lease, and Landlord shall have no liability and/or obligation to Tenant for the termination of this Sublease. This Section shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, Tenant shall execute promptly any certificate that Landlord may request. (b) With respect to repairs, replacements, restoration, services, and the performance of any other obligations required to be performed by the Prime Landlord under the Prime Lease, and with respect to any consent or approval required to be obtained of the Prime Landlord under the Prime Lease, and provided Tenant is not in default hereunder, Landlord's sole obligation with respect thereto, upon being requested in writing by Tenant, shall be to assign to Tenant such rights as Landlord may have, whether under the Prime Lease or otherwise, to require compliance by the Prime Landlord with all of the provisions of the Ground Prime Lease are in conflict with insofar as they affect the Premises or any of part thereof or the provisions of this Agreement (other than those provisions relating use or occupancy thereof and to the length of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, TENANT agrees to be bound by such Ground Leases as applicable to the access and occupancy of the Licensed Premises. In the event that the Ground Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement shall automatically terminate upon termination of LANE COUNTY’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions under the Ground Lease/x. XXXX COUNTY agrees not to take any action with respect to the Ground Lease as then in effect which will cause the Ground Lease to be prematurely terminated during the term of this Agreement. LANE COUNTY hereby warrants and agrees that it shall exercise any existing renewal option available to it pursuant to the Ground Lease/s through the end of the term of this Agreement. Upon TENANT’s written request, LANE COUNTY shall provide a copy of any applicable Ground Lease/s with the economic terms and other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by the terms of such Ground Lease. Notwithstanding the foregoing, LANE COUNTY shall not be required to pay any form of consideration to obtain seek the approval or consent of the Prime Landlord as well as such rights and remedies as Landlord may have as a result of the Prime Landlord's failure or refusal to comply with such provisions. Tenant acknowledges and agrees that Landlord shall not be liable to Tenant with respect to any LANE COUNTY delay, default or failure of the Prime Landlord in the performance by the latter of its obligations and covenants under a Ground Leasethe Prime Lease unless such be due to acts or misconduct of Landlord and neither shall the Rent, Additional Rent, and other charges hereunder abaxx xxr shall any of the obligations of Tenant hereunder be affected by reason thereof and Tenant agrees to look solely to the Prime Landlord for the performance of same.

Subordination to Prime Lease. The Parties acknowledge (i) Subtenant acknowledges and agree agrees that in this Sublease and the event LANE COUNTY’s rights in the Property and/or any part of the Tower Site is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (“Ground Lease”), all terms, conditions and covenants contained in this Lease Agreement shall be specifically estate hereby granted are subject to and subordinate to the terms Prime Lease and all of the terms, covenants, provisions, conditions and agreements contained in the Prime Lease and to all leases, mortgages, encumbrances and other agreements and/or matter to which the Prime Lease is now or may hereafter become subject and subordinate. Subtenant shall, however, execute any certificates or other agreements confirming such subordination which Sublandlord or Prime Landlord may reasonably request no later than ten (10) days after receipt of such request, provided that any such certificates or other agreements recognize this Sublease and Subtenant’s rights hereunder and that this Sublease and Subtenant’s rights hereunder shall not be terminated or disturbed absent the existence of an applicable Ground uncured Event of Default by Subtenant, except that, notwithstanding anything contained in this Sublease or in any certificate or recognition agreement, the Sublease shall terminate upon the termination of the Prime Lease. In Sublandlord agrees that it will not hereafter enter into any amendment or modification of (A) the event that any Incorporated Provisions of the provisions Prime Lease or (B) any other provision of the Ground Prime Lease are in conflict with any that will either increase the financial obligations of Subtenant hereunder or unreasonably adversely affect Subtenant’s rights, powers or privileges hereunder or unreasonably or adversely affect the priority of this Sublease. (ii) Subtenant covenants and agrees (w) to perform and to observe all of the provisions terms, covenants, provisions, conditions and agreements of the Incorporated Provisions of the Prime Lease (including any and all rules and regulations enacted under and pursuant to the Prime Lease which shall be in effect from time to time after the Commencement Date of this Agreement (other than those provisions relating to the length Sublease or earlier date of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, TENANT agrees to be bound first exclusive occupancy by such Ground Leases as applicable to the access and occupancy of the Licensed Premises. In the event that the Ground Lease expires or terminates prior to the expiration of the Initial Term or applicable Renewal Terms, this Agreement shall automatically terminate upon termination of LANE COUNTY’s right to possession of the Tower Site and TENANT shall remove its equipment and any improvements from the Tower Site in accordance with this Agreement and any applicable provisions under the Ground Lease/x. XXXX COUNTY agrees not to take any action Subtenant with respect to the Ground Lease as then in effect which will cause Interim Premises or any other portion of the Ground Lease Sublease Premises or Parking Area that Subtenant occupies exclusively prior to the Commencement Date pursuant to Section 1(a) on Sublandlord’s part to be prematurely terminated during performed and observed to the term extent the same are applicable to Subtenant or to the Sublease Premises and the Parking Area, but nothing herein shall require the payment by Subtenant of this Agreement. LANE COUNTY hereby warrants and agrees that it shall exercise any existing renewal option available to it “Minimum Rent”, “Additional Rent”, or real property taxes payable by Sublandlord pursuant to the Ground Prime Lease/s through , unless otherwise expressly set forth in this Sublease to the end contrary (x) that Subtenant will not do or cause to be done or suffer or permit any act or thing to be done which would or might cause the Prime Lease or the rights of Sublandlord as tenant thereunder to be cancelled, terminated or forfeited, (y) that Subtenant will not do or cause to be done or suffer or permit any act or thing to be done in violation or breach of this Sublease which would make Sublandlord liable for any increase of the term Additional Rent payable by Sublandlord pursuant to the Prime Lease, unless Subtenant, on demand, reimburses Sublandlord for any such Additional Rent increases as provided in this Sublease, or for any damages, claims or penalties payable by Sublandlord under the Prime Lease; and (z) to indemnify and hold harmless Prime Landlord and Sublandlord of, from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind or nature (including, without limitation, reasonable attorneys’ fees and disbursements and expenses of defense and of enforcing this indemnity) by reason of Subtenant’s failure to comply with the foregoing or arising from the use, occupancy or manner of and/or occupancy of the Sublease Premises or of any business conducted therein by Subtenant or its Customer, or from any work or thing whatsoever or any condition created by or any other act or omission of Subtenant, its assignees or sub-subtenants, or their respective employees, agents, servants, contracts, visitors or licensees, in or about the Sublease Premises, the Parking Area or any other part of the Building or the Real Property. Sublandlord shall provide Subtenant written notice of any alleged non-compliance (but only to the extent Sublandlord receives such notice itself or otherwise is aware of the same) and a reasonable opportunity to cure the same (provided such opportunity to cure does not exceed the time periods that Sublandlord would be afforded to cure pursuant to the Prime Lease). (iii) In the event of any default on the part of Subtenant under any of the terms, covenants, conditions, provisions or agreements of this Agreement. Upon TENANT’s written requestSublease or the Incorporated Provisions of the Prime Lease, LANE COUNTY shall provide a copy of in either case, beyond any applicable Ground notice and grace period as described in the Prime Lease/s with , and as modified by this Sublease (each an “Event of Default”), Sublandlord shall have all rights and remedies at law or in equity against Subtenant including, but not limited to, such rights and remedies as are available to Sublandlord against Subtenant under the economic terms Incorporated Provisions of the Prime Lease. (iv) If the Prime Lease terminates as a result of an Event of Default by Subtenant under this Sublease, beyond any applicable notice and grace period (as described in the Prime Lease, and as modified by this Sublease) then Subtenant shall be liable to and indemnify Sublandlord from the damage suffered as a result of such termination. If the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Sublease Premises or the Prime Lease Premises, the exercise of such right by Sublandlord, and after notice to Subtenant, shall not constitute a default or breach hereunder, and Subtenant agrees that Sublandlord shall be free to exercise any such right(s) as may be available to Sublandlord without first obtaining any approval from, or consulting with, or liability to, Subtenant. (v) Sublandlord shall not be required to dispute any determinations or other terms that LANE COUNTY deems reasonably confidential redacted, unless prohibited by assertions or claims of Prime Landlord regarding the obligations of Sublandlord under the Incorporated Provisions of the Prime Lease for which Subtenant is responsible under the terms of such Ground Leasethis Sublease. Notwithstanding the foregoing, LANE COUNTY Sublandlord, at Subtenant’s sole cost and expense, agrees upon written request from Subtenant to exercise commercially reasonable good faith efforts in attempting to cause Prime Landlord to perform its obligations under the Prime Lease for the benefit of Subtenant. Subtenant shall not be required promptly reimburse Sublandlord for any and all costs which Sublandlord shall incur in expending such efforts on behalf of Subtenant, and Subtenant does hereby indemnify and agree to pay hold Sublandlord harmless from and against any form of consideration and all claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Sublandlord in expending such efforts. Nothing in this Section 6(b)(v) shall require Sublandlord to obtain the approval commence a lawsuit or consent of any LANE COUNTY under a Ground Leasearbitration proceeding against Prime Landlord.