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 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 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.