Common use of SUPERIOR LEASE Clause in Contracts

SUPERIOR LEASE. With respect to the Facility for which there exists a Superior Lease, this Lease shall be deemed a sublease of Lessor’s entire interest as tenant/lessee under such Superior Lease. Lessee acknowledges that it shall have no interest in the Leased Property of any Facility subject to the Superior Lease, and that Lessor has no ability to grant or convey any interest therein, beyond the interest granted to Lessor as the tenant/lessee under such Superior Lease. This Lease shall be subject and subordinate in all respect to the Superior Lease. At Superior Lessor’s request, Lessee shall attorn to such Superior Lessor, or any successor-in- interest to such Superior Lessor. This clause shall be self-operative and no further instrument of subordination shall be required; provided that upon the request of Lessee, Lessor shall use commercially reasonable efforts to cause Superior Lessor to deliver to Lessee a non-disturbance agreement in form and substance reasonably acceptable to Lessee and Superior Lessor. Lessee acknowledges that the Superior Lease imposes certain obligations on the tenant or lessee thereunder to comply with or cause the operator and/or sublessee of the Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or sublessee of such Facility, including, covenants relating to (a) the maintenance and repair of the Facility, (b) maintenance and submission of financial records and accounts of the operation of the Facility and related financial and other information regarding the operator and/or lessee of the Facility and the Facility itself, (c) the procurement of insurance policies with respect to the Facility, and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facility and the operation thereof for its Primary Intended Use. For so long as any interest is held in the Leased Property pursuant to the Superior Lease, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facility in strict compliance with the terms and conditions of the Superior Lease and to timely perform all of the obligations of Lessor relating thereto (other than with respect to the payment of any rent or other monetary obligations of Lessor thereunder to the extent the same would be in addition to the Rent and other costs and expenses expressly required to be paid by Lessee hereunder), or to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof.

SUPERIOR LEASE. With respect 12.1 The Tenant covenants with the Landlord: 12.1.1 Not to put the Landlord in breach of the obligations of the tenant contained in the Superior Lease in so far as they relate to the Facility Property (but not those assumed by the Landlord under this Lease) 12.1.2 To permit the Landlord upon reasonable notice (except in emergency) to enter the Property for which there exists a any purpose that is reasonably necessary to enable it to comply with the covenants on the part of the tenant and the conditions contained in the Superior Lease, 12.1.3 To permit any superior landlord and all person authorised by any superior landlord to enter the Property for the purposes specified and upon the terms contained in the Superior Lease or in any lease superior to it as if the provision in those documents dealing with the lessor’s access to the Property were incorporated in this Lease 12.1.4 To pay to the Landlord all reasonable and proper costs and other expenses properly incurred by the Landlord in enforcing the covenants on the part of the superior landlord if requested to do so by the Tenant 12.1.5 Where the Tenant makes an application under this Lease shall be deemed a sublease for consent and the convent of Lessorthe superior landlord is also required under the Superior Lease to pay: 12.1.5.1 All reasonable and proper costs and other expenses properly incurred by the Landlord in relation to that application in seeking the superior landlord’s entire interest as tenant/lessee under such consent whether that application is granted refused offered subject to conditions or withdrawn 12.1.5.2 The reasonable and proper costs of the Superior Landlord 12.2 The Landlord covenants with the Tenant: 12.2.1 To pay the rents reserved by the Superior Lease. Lessee acknowledges that it shall have no interest 12.2.2 On the request of the Tenant to use all reasonable endeavours to enforce the covenants on the part of the landlord contained in the Leased Property Superior Lease 12.2.3 Insofar as the Tenant is not liable for such performance under the terms of any Facility subject this Lease to observe and perform the covenants obligations and other matters contained mentioned or referred to in the Title and in the Schedule 3 12.2.4 The Landlord covenants to perform, so far as the Tenant is not liable for such performance under the terms of this lease, the covenants and conditions on the part of the tenant contained in the Superior Lease, and that Lessor has no ability to grant or convey indemnify the Tenant and keep him indemnified against all actions, claims, proceedings, costs, expenses and demands in any interest therein, beyond the interest granted to Lessor as the tenant/lessee under such Superior Lease. This Lease shall be subject and subordinate in all respect way relating to the Superior Lease. At Superior Lessor 12.2.5 The Landlord must use all reasonable endeavours at the Tenant’s request, Lessee shall attorn cost to such Superior Lessor, or any successor-in- interest to such Superior Lessor. This clause shall be self-operative and no further instrument of subordination shall be required; provided that upon obtain the request of Lessee, Lessor shall use commercially reasonable efforts to cause Superior Lessor to deliver to Lessee a non-disturbance agreement in form and substance reasonably acceptable to Lessee and Superior Lessor. Lessee acknowledges that the Superior Lease imposes certain obligations on the tenant or lessee thereunder to comply with or cause the operator and/or sublessee of the Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or sublessee of such Facility, including, covenants relating to (a) the maintenance and repair of the Facility, (b) maintenance and submission of financial records and accounts of the operation of the Facility and related financial and other information regarding the operator and/or lessee of the Facility and the Facility itself, (c) the procurement of insurance policies with respect to the Facility, and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facility and the operation thereof for its Primary Intended Use. For so long as any interest is held in the Leased Property pursuant to the Superior Lease, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facility in strict compliance with the terms and conditions consent of the Superior Lease and to timely perform all Landlord whenever the Tenant makes application for any consent required under this lease where the consent of both the obligations of Lessor relating thereto (other than with respect to the payment of any rent or other monetary obligations of Lessor thereunder to the extent the same would be in addition to the Rent and other costs and expenses expressly required to be paid by Lessee hereunder), or to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof.Landlord

SUPERIOR LEASE. With respect to 2.1 To pay the Facility for which there exists a rents reserved by the Superior Lease, this Lease shall be deemed a sublease and at the request and cost of Lessor’s entire interest as tenant/lessee under such Superior Lease. Lessee acknowledges that it shall have no interest in the Leased Property of any Facility Tenant and subject to the Tenant providing a suitable indemnity for costs to take all reasonable steps to enforce any obligations of the Superior Lease, Lessor to the Landlord and that Lessor has no ability (strictly subject to grant or convey any interest therein, beyond the interest granted primary obligation on the part of the Tenant contained in paragraph 11 of Schedule 2 to Lessor this Underlease) to perform (so far as the tenant/Tenant is not liable for such performance under the terms of this Underlease and in particular the said paragraph 11) the covenants on the part of the lessee under such Superior Lease. This Lease shall be subject and subordinate the conditions contained in all respect to the Superior Lease. At Superior Lessor’s request, Lessee shall attorn 2.2 The Landlord covenants to such Superior Lessor, or any successor-in- interest to such Superior Lessor. This clause shall be self-operative and no further instrument apply for the consent of subordination shall be required; provided that upon the request of Lessee, Lessor shall use commercially reasonable efforts to cause Superior Lessor to deliver to Lessee a non-disturbance agreement in form and substance reasonably acceptable to Lessee and Superior Lessor. Lessee acknowledges that under the Superior Lease imposes certain obligations on the tenant or lessee thereunder to comply with or cause the operator and/or sublessee of the Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or sublessee of such Facility, including, covenants relating to (a) the maintenance and repair of the Facility, (b) maintenance and submission of financial records and accounts of the operation of the Facility and related financial and other information regarding the operator and/or lessee of the Facility and the Facility itself, (c) the procurement of insurance policies with respect to the Facility, and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facility and the operation thereof for its Primary Intended Use. For so long as any interest is held in the Leased Property pursuant to the Superior Lease, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facility in strict compliance accordance with the terms and conditions of the Superior Lease whenever the Tenant makes an application for any consent required under this Lease where the Landlord is prepared to give its consent under this Lease and where the consent of both the Landlord and the Superior Lessor under the Superior Lease is required pursuant to timely perform all the terms of this Lease or the Superior Lease. 2.3 The Landlord covenants with the Tenant not to agree to any variation of the obligations terms of Lessor relating thereto the Superior Lease without first obtaining the Tenant’s consent (other than such consent not to be unreasonably withheld or delayed) 2.4 The Landlord covenants with respect the Tenant to pass on to the payment of Superior Landlord in relation to any rent or other monetary obligations review negotiations in respect of Lessor thereunder to the extent rent payable under the same would be in addition to Superior Lease such representations as the Rent Tenant may reasonably and other costs and expenses expressly required to be paid by Lessee hereunder), or to the extent properly request provided that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof.opinion of the Landlord they do not prejudicially affect any such negotiations or the position of the Landlord in any respect under the Superior Lease

SUPERIOR LEASE. With respect 4.1 The Landlord is to: 4.1.1 pay the rents and other sums reserved by the Superior Lease; 4.1.2 so far as they do not form part of the Incorporated Terms to be complied with by the Tenant under this Lease, comply with the Superior Tenant’s Covenants; and 4.1.3 at the request and proper cost of the Tenant use all reasonable endeavours to procure that the Superior Landlord complies with the Superior Landlord’s Covenants. 4.2 The Tenant is not to do or omit to do any act or thing which would place the Landlord in breach of the Superior Tenant’s Covenants. 4.3 Without prejudice to the Facility for which there exists a Superior terms of this Lease, this Lease shall where the consent or approval of the Landlord is required to any act or thing: 4.3.1 it will be deemed a sublease condition precedent to the grant of Lessor’s entire interest as tenant/lessee that consent or approval that, if required under such Superior Lease. Lessee acknowledges that it shall have no interest in the Leased Property of any Facility subject to the Superior Lease, the consent or approval of Superior Landlord is first obtained; and 4.3.2 where the Landlord is under an obligation under this Lease not unreasonably to withhold or delay its consent or approval, the Landlord is, at the proper cost of the Tenant, to apply for and that Lessor has no ability use all reasonable endeavours to grant obtain the consent or convey any interest therein, beyond approval of the interest granted to Lessor as the tenant/lessee Superior Landlord where this is required under such Superior Lease. This Lease shall be subject and subordinate in all respect to the Superior Lease. At . 4.4 References, however expressed, in this Lease: 4.4.1 to any matter which is required to be carried out to the satisfaction or with the approval of the Landlord are to be read as including a requirement that the matter is also to be carried out to the satisfaction or with the approval of the Superior Lessor’s requestLandlord where this is required under the Superior Lease; 4.4.2 to an obligation on the Tenant to pay any costs, Lessee shall attorn fees and expenses incurred by the Landlord in relation to any matter are to be read as including an obligation also to pay all proper costs, fees and expenses incurred in respect of that matter by the Superior Landlord. 4.5 Any covenant in this Lease by the Tenant not to do any act matter or thing to the prejudice of or adversely to affect the Landlord is to be read as including an obligation not to do any such act matter or thing to the prejudice of or adversely to affect any Superior Lessor, Landlord. 4.6 Nothing in this Lease imposes any obligation on the Superior Landlord to act reasonably in granting any consent or approval or expressing its opinion as to whether any successor-in- interest act of the Tenant has been carried out to such its satisfaction save where this is required under the Superior Lessor. This clause shall be self-operative and no further instrument Lease. 4.7 Where this Lease continues in effect following the ending of subordination shall be required; provided that upon the request Superior Lease: 4.7.1 any terms of Lessee, Lessor shall use commercially reasonable efforts this Lease incorporated by reference to cause Superior Lessor to deliver to Lessee a non-disturbance agreement in form and substance reasonably acceptable to Lessee and Superior Lessor. Lessee acknowledges that the terms of the Superior Lease imposes certain obligations on the tenant or lessee thereunder to comply with or cause the operator and/or sublessee of the Facility to comply with all representations, covenants and warranties contained therein relating to such Facility and the operator and/or sublessee of such Facility, including, covenants relating to (a) the maintenance and repair of the Facility, (b) maintenance and submission of financial records and accounts of the operation of the Facility and related financial and other information regarding the operator and/or lessee of the Facility and the Facility itself, (c) the procurement of insurance policies with respect will continue in effect; 4.7.2 where any sums payable under this Lease are calculated by reference to the Facility, and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facility and the operation thereof for its Primary Intended Use. For so long as any interest is held in the Leased Property pursuant to sums payable under the Superior Lease, Lessee covenants and agrees, at its sole cost and expense and for then the express benefit of Lessor, sums payable under this Lease will continue to operate the Facility in strict compliance with the terms and conditions of be payable as if: 4.7.2.1 the Superior Lease and continues in effect; 4.7.2.2 the sums payable under the Superior Lease continue to timely perform all be payable; and 4.7.2.3 any terms in the Superior Lease for the agreement, calculation or determination of sums payable under the obligations of Lessor relating thereto (other than with respect Superior Lease continued to be applied; and 4.7.3 any changes to the payment terms of any rent or other monetary obligations this Lease necessary to enable the terms of Lessor thereunder this Lease to continue in effect have been made between the extent Landlord and the same would be in addition to the Rent and other costs and expenses expressly required to be paid by Lessee hereunder), or to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereofTenant.