Common use of Financings Clause in Contracts

Financings. Section 26.01 Except as provided herein, without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all ground leases and the lien of all mortgages and deeds of trust which now or hereafter affect Landlord’s interest in the Demised Property, and all amendments thereto, all without the necessity of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists under this Lease, Tenant’s possession of the Demised Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit G (an “SNDA”). The interest in the Demised Property of any such future ground lessee or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised Property, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lender, and Tenant shall cause any subtenant to execute and deliver to Landlord and Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, and shall not encumber Landlord’s right, title or interest in the Demised Property. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of any

Financings. Section 26.01 Except as provided herein, without 23.01 Subject to and accordance with the necessity terms and provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSNDA referenced below, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien of all any mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Property, and all amendments thereto, all without event any proceedings are brought for the necessity foreclosure of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust to which this Lease is foreclosed subordinate, or a deed in lieu the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set-offs whatsoever, to the purchaser upon any such foreclosure is made for any reasonsale, Tenant shallif so requested to do so by such purchaser, notwithstanding any subordinationand to the ground or underlying lease lessor, attorn if so requested to do so by such ground or underlying lease lessor, and become to recognize such purchaser or ground or underlying lessor, as the Tenant case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the successor Demised Properties and to the lien of any future mortgages or trust deeds in interest force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a subordination, 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit B, or other commercially reasonable form requested by Landlord at that provides, without limitation, that this Lease and the option rights of and on terms acceptable to Tenant hereunder shall survive any foreclosure proceeding brought under such successor in interest. So long mortgage or deed of trust or termination of such ground or underlying lease (as no applicable), provided an Event of Default exists has not occurred and is continuing under this LeaseLease (either, Tenant’s possession of the Demised Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosurean “SNDA”). Notwithstanding Without limiting the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property a) as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), each of Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordinationan SNDA in the form previously agreed to among Landlord, non-disturbance Tenant and attornment agreement in Landlord’s Lender; provided, however, that the parties hereto agree that all subsequent SNDAs shall be on the form attached hereto as Exhibit G (an “SNDA”). The interest in the Demised Property of any B, or such future ground lessee or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised Property, subject to other commercially reasonable form requested by Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lenderconsistent with the first sentence of this Section 23.01, and (b) Tenant shall, and shall use commercially reasonable efforts to cause any subtenant subtenant, from time to time, within twenty (20) days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to Landlord and evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. (a) Notwithstanding Section 26.02 Subject 22.01, but subject to the terms of this ArticleArticle 23, Landlord agrees that Tenant shall have the right to encumber encumber, collaterally assign, pledge or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used Lease without Landlord’s prior written consent so long as such encumbrance, assignment or pledge is in this Article, “Leasehold Mortgage” shall mean any leasehold deed favor of a real estate investment trust, mortgagebank, assignment saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan that satisfies the Eligibility Requirements (defined below). All proceeds from any Leasehold Mortgage shall remain the property of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and Properties or this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, Properties and shall not encumber Landlord’s right, title or interest in the Demised PropertyProperties. Landlord shall have no liability whatsoever for the payment or performance of any obligation secured by any Leasehold Mortgage or related obligations. A Leasehold Mortgage shall be, and hereafter shall continue at all times to be, subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and junior, subject and subordinate, in each and every respect, to all rights and interests of any other Landlord’s Mortgagee now or hereafter affecting any of the Demised Properties, subject to and in accordance with the provisions of such note or the Leasehold Mortgage or related obligationsSNDA. Should there be any conflict between the provisions of this Lease and the provisions of anyany Leasehold Mortgage, the provisions of this Lease shall control. No Leasehold Mortgage shall be for a term longer than the then current Lease Term. Upon written request from Tenant, Landlord agrees to deliver an estoppel certificate and/or agreement in favor of Tenant’s Lender regarding this Lease, in form and substance reasonably acceptable to Landlord and Tenant’s Lender. If Landlord delivers to Tenant a Default notice under this Lease, Landlord shall notify any Tenant’s Lender that has 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

Financings. Section 26.01 Except as provided herein, without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all ground leases and the lien of all mortgages and deeds of trust which now or hereafter affect Landlord’s interest in the Demised PropertyProperties, and all amendments thereto, all without the necessity of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists under this Lease, Tenant’s possession of the Demised Property Properties shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in any of the Demised Property Properties as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property Properties after the Commencement Date), Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit G (an “SNDA”). The interest in the Demised Property Properties of any such future ground lessee or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised PropertyProperties, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lender, and Tenant shall cause any subtenant to execute and deliver to Landlord and Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property Properties and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised PropertyProperties, and shall not encumber Landlord’s right, title or interest in the Demised PropertyProperties. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of anythe

Financings. Section 26.01 Except as provided herein, without 23.01 Subject to and accordance with the necessity terms and provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSNDA referenced below, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien of all any mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Property, and all amendments thereto, all without event any proceedings are brought for the necessity foreclosure of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust to which this Lease is foreclosed subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lessor, as the case may be, as the lessor under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the lien of any future mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to non-disturbance and become attornment agreement in favor of Tenant in the form attached hereto as Exhibit B, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive any foreclosure proceeding brought under such mortgage or deed of the successor in interest to Landlord at the option trust or termination of and on terms acceptable to such successor in interest. So long ground or underlying lease (as no applicable), provided an Event of Default exists has not occurred and is continuing under this LeaseLease (either, Tenant’s possession of the Demised Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosurean “SNDA”). Notwithstanding Without limiting the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property a) as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), each of Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordinationan SNDA in the form previously agreed to among Landlord, non-disturbance Tenant and attornment agreement in Landlord’s Lender; provided, however, that the parties hereto agree that all subsequent SNDAs shall be on the form attached hereto as Exhibit G (an “SNDA”). The interest in the Demised Property of any B, or such future ground lessee or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised Property, subject to other commercially reasonable form requested by Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lenderconsistent with the first sentence of this Section 23.01, and (b) Tenant shall, and shall use commercially reasonable efforts to cause any subtenant subtenant, from time to time, within twenty (20) days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to Landlord and evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. (a) Notwithstanding Section 26.02 Subject 22.01, but subject to the terms of this ArticleArticle 23, Landlord agrees that Tenant shall have the right to encumber encumber, collaterally assign, pledge or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used Lease without Landlord’s prior written consent so long as such encumbrance, assignment or pledge is in this Article, “Leasehold Mortgage” shall mean any leasehold deed favor of a real estate investment trust, mortgagebank, assignment saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan that satisfies the Eligibility Requirements (defined below). All proceeds from any Leasehold Mortgage shall remain the property of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and Properties or this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, Properties and shall not encumber Landlord’s right, title or interest in the Demised PropertyProperties. Landlord shall have no liability whatsoever for the payment or performance of any obligation secured by any Leasehold Mortgage or related obligations. A Leasehold Mortgage shall be, and hereafter shall continue at all times to be, subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and junior, subject and subordinate, in each and every respect, to all rights and interests of any other Landlord’s Mortgagee now or hereafter affecting any of the Demised Properties, subject to and in accordance with the provisions of such note or the Leasehold Mortgage or related obligationsSNDA. Should there be any conflict between the provisions of this Lease and the provisions of anyany Leasehold Mortgage, the provisions of this Lease shall control. No Leasehold Mortgage shall be for a term longer than the then current Lease Term. Upon written request from Tenant, Landlord agrees to deliver an 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

Financings. Section 26.01 Except as provided herein, without 23.01 Subject to and in accordance with the necessity terms and provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSNDA referenced below, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien of all any hypothecs, security interests, mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such hypothecs, security interests, mortgages or trust deeds, unless the holders of such hypothecs, security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Propertyevent any proceedings are brought for the exercise of any hypothecary rights, and all amendments theretomortgage rights or the institution for proceedings to enforce on any hypothec, all without the necessity of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any security interest, mortgage or deed of trust to which this Lease is foreclosed subordinate, or a deed in lieu the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set-offs whatsoever, to the purchaser upon any such foreclosure is made for any reasonsale, Tenant shallif so requested to do so by such purchaser, notwithstanding any subordinationand to the ground or underlying lease lessor, attorn if so requested to do so by such ground or underlying lease lessor, and become to recognize such purchaser or ground or underlying lease lessor, as the Tenant of case may be, as the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists lessor under this Lease; provided, Tenant’s possession however, that the foregoing subordination to future ground or underlying leases of the Demised Property shall not be disturbed as a result Properties and to the lien of such foreclosure any future hypothecs, security interests, mortgages or deed trust deeds in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in force against the Demised Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), Landlord, Landlord’s Lender, and Properties shall be conditioned upon Landlord providing Tenant shall execute and deliver to each other with a subordination, non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit G C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any hypothecary rights, mortgage rights or the institution for proceedings to enforce brought under such hypothec, security interest, mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). The interest in Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Demised Property subordination or superiority of this Lease (at Landlord’s election) to any such hypothecs, mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee). Section 23.02 Landlord agrees that, upon the request of any such future ground lessee Person that shall be Tenant’s or lienholder shall have priority over the interest its Affiliate’s senior secured lender, subordinate senior lender, purchase money equipment lender or an equipment lessor of Tenant in this Lease and in the Demised PropertyTenant, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver a commercially reasonable waiver of Landlord’s statutory lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and Landlord’s Lendersuch Person regarding the security interests in, and Tenant shall cause the timing and removal of, any subtenant to execute and deliver to Landlord and Landlord’s Lenderinventory, in each case within five (5) days after Landlord’s written request therefor, an SNDA equipment or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver collateral in which such SNDA within such 5 day period, then Landlord shall deliver Person has a subsequent written request of such SNDA secured interest (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default FeeCollateral”). The SNDA Default Fee (y) shall be immediately due and payable without notice , in substantially the form attached hereto as Exhibit H or demand by Landlord and (z) is in addition to, and not in lieu of, any such other remedy of Landlord under this Lease regarding Tenant’s failure to deliver reasonable form as the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely mannerparties may agree. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, and shall not encumber Landlord’s right, title or interest in the Demised Property. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of any

Financings. Section 26.01 Except as provided herein, without 23.01 Subject to and in accordance with the necessity terms and provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSNDA referenced below, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien of all any mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Property, and all amendments thereto, all without event any proceedings are brought for the necessity foreclosure of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust to which this Lease is foreclosed subordinate, or a deed in lieu the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set-offs whatsoever, to the purchaser upon any such foreclosure is made for any reasonsale, Tenant shallif so requested to do so by such purchaser, notwithstanding any subordinationand to the ground or underlying lease lessor, attorn if so requested to do so by such ground or underlying lease lessor, and become to recognize such purchaser or ground or underlying lease lessor, as the Tenant of case may be, as the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists lessor under this Lease; provided, Tenant’s possession however, that the foregoing subordination to future ground or underlying leases of the Demised Property shall not be disturbed as a result Properties and to the lien of such foreclosure any future mortgages or deed trust deeds in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in force against the Demised Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), Landlord, Landlord’s Lender, and Properties shall be conditioned upon Landlord providing Tenant shall execute and deliver to each other with a subordination, non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit G C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive any foreclosure proceeding brought under such mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). The interest in Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Demised Property subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee). Section 23.02 Landlord agrees that, upon the request of any such future ground lessee Person that shall be Tenant’s or lienholder shall have priority over the interest its Affiliate’s senior secured lender, subordinate senior lender, purchase money equipment lender or an equipment lessor of Tenant in this Lease and in the Demised PropertyTenant, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver a commercially reasonable waiver of Landlord’s statutory lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and Landlord’s Lendersuch Person regarding the security interests in, and Tenant shall cause the timing and removal of, any subtenant to execute and deliver to Landlord and Landlord’s Lenderinventory, in each case within five (5) days after Landlord’s written request therefor, an SNDA equipment or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver collateral in which such SNDA within such 5 day period, then Landlord shall deliver Person has a subsequent written request of such SNDA secured interest (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default FeeCollateral”). The SNDA Default Fee (y) shall be immediately due and payable without notice , in substantially the form attached hereto as Exhibit H or demand by Landlord and (z) is in addition to, and not in lieu of, any such other remedy of Landlord under this Lease regarding Tenant’s failure to deliver reasonable form as the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely mannerparties may agree. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, and shall not encumber Landlord’s right, title or interest in the Demised Property. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of any

Financings. Section 26.01 Except as provided herein, without 23.01 Subject to and in accordance with the necessity terms and provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSNDA referenced below, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien Lien of all any security interests, mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such security interests, mortgages or trust deeds, unless the holders of such security interests, mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Propertyevent any proceedings are brought for the exercise of any mortgage rights or the institution for proceedings to enforce on any security interest, and all amendments thereto, all without the necessity of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust to which this Lease is foreclosed subordinate, or a deed in lieu the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set‑offs whatsoever, to the purchaser upon any such foreclosure is made for any reasonsale, Tenant shallif so requested to do so by such purchaser, notwithstanding any subordinationand to the ground or underlying lease lessor, attorn if so requested to do so by such ground or underlying lease lessor, and become to recognize such purchaser or ground or underlying lease lessor, as the Tenant of case may be, as the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists lessor under this Lease; provided, Tenant’s possession however, that the foregoing subordination to future ground or underlying leases of the Demised Property shall not be disturbed as a result Properties and to the Lien of such foreclosure any future security interests, mortgages or deed trust deeds in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in force against the Demised Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), Landlord, Landlord’s Lender, and Properties shall be conditioned upon Landlord providing Tenant shall execute and deliver to each other with a subordination, non-disturbance non‑disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit G C, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive the exercise of any mortgage rights or the institution for proceedings to enforce brought under such security interest, mortgage or deed of trust or termination of such ground or underlying lease (as applicable), provided an Event of Default has not occurred and is not continuing under this Lease (either, an “SNDA”). The interest in Tenant shall, and shall use commercially reasonable efforts to cause any subtenant, from time to time, within ten (10) Business Days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Demised Property subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, security interests, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Mortgagee). Section 23.02 Landlord agrees that, upon the request of any such future ground lessee Person that shall be Tenant’s or lienholder shall have priority over the interest its Affiliate’s senior secured lender, subordinate senior lender, purchase money equipment lender or an equipment lessor of Tenant in this Lease and in the Demised PropertyTenant, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver a commercially reasonable waiver of Landlord’s statutory Lien rights, if any, and a consent and agreement with respect to the respective rights of Landlord and Landlord’s Lendersuch Person regarding the security interests in, and Tenant shall cause the timing and removal of, any subtenant to execute and deliver to Landlord and Landlord’s Lenderinventory, in each case within five (5) days after Landlord’s written request therefor, an SNDA equipment or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver collateral in which such SNDA within such 5 day period, then Landlord shall deliver Person has a subsequent written request of such SNDA secured interest (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default FeeCollateral”), in substantially the form attached hereto as Exhibit G or in such other reasonable form as the parties may agree. The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, and shall not encumber Landlord’s right, title or interest in the Demised Property. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of any-27- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713

Financings. Section 26.01 Except as provided herein, without 23.01 Subject to and accordance with the necessity terms and provisions of any additional document being executed by Tenant for the purpose of effecting a subordinationSNDA referenced below, this Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien of all any mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force, against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Property, and all amendments thereto, all without event any proceedings are brought for the necessity foreclosure of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust to which this Lease is foreclosed subordinate, or in the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions, claims or set-offs whatsoever, to the purchaser upon any such foreclosure sale, if so requested to do so by such purchaser, and to the ground or underlying lease lessor, if so requested to do so by such ground or underlying lease lessor, and to recognize such purchaser or ground or underlying lessor, as the case may be, as the lessor 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. under this Lease; provided, however, that the foregoing subordination to future ground or underlying leases of the Demised Properties and to the lien of any future mortgages or trust deeds in force against the Demised Properties shall be conditioned upon Landlord providing Tenant with a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to non-disturbance and become attornment agreement in favor of Tenant in the form attached hereto as Exhibit B, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall survive any foreclosure proceeding brought under such mortgage or deed of the successor in interest to Landlord at the option trust or termination of and on terms acceptable to such successor in interest. So long ground or underlying lease (as no applicable), provided an Event of Default exists has not occurred and is continuing under this LeaseLease (either, Tenant’s possession of the Demised Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosurean “SNDA”). Notwithstanding Without limiting the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property a) as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), each of Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordinationan SNDA in the form previously agreed to among Landlord, non-disturbance Tenant and attornment agreement in Landlord’s Lender; provided, however, that the parties hereto agree that all subsequent SNDAs shall be on the form attached hereto as Exhibit G (an “SNDA”). The interest in the Demised Property of any B, or such future ground lessee or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised Property, subject to other commercially reasonable form requested by Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lenderconsistent with the first sentence of this Section 23.01, and (b) Tenant shall, and shall use commercially reasonable efforts to cause any subtenant subtenant, from time to time, within twenty (20) days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to Landlord and evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. (a) Notwithstanding Section 26.02 Subject 22.01, but subject to the terms of this ArticleArticle 23, Landlord agrees that Tenant shall have the right to encumber encumber, collaterally assign, pledge or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used Lease without Landlord’s prior written consent so long as such encumbrance, assignment or pledge is in this Article, “Leasehold Mortgage” shall mean any leasehold deed favor of a real estate investment trust, mortgagebank, assignment saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan that satisfies the Eligibility Requirements (defined below). All proceeds from any Leasehold Mortgage shall remain the property of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and Properties or this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, Properties and shall not encumber Landlord’s right, title or interest in the Demised PropertyProperties. Landlord shall have no liability whatsoever for the payment or performance of any obligation secured by any Leasehold Mortgage or related obligations. A Leasehold Mortgage shall be, and hereafter shall continue at all times to be, subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and junior, subject and subordinate, in each and every respect, to all rights and interests of any other Landlord’s Mortgagee now or hereafter affecting any of the Demised Properties, subject to and in accordance with the provisions of such note or the Leasehold Mortgage or related obligationsSNDA. Should there be any conflict between the provisions of this Lease and the provisions of anyany Leasehold Mortgage, the provisions of this Lease shall control. No Leasehold Mortgage shall be for a term longer than the then current Lease Term. Upon written request from Tenant, Landlord agrees to deliver an estoppel certificate and/or agreement in favor of Tenant’s Lender regarding this Lease, in form and substance reasonably acceptable to Landlord and Tenant’s Lender. If Landlord delivers to Tenant a Default notice under this Lease, Landlord shall notify any Tenant’s Lender that has delivered to Landlord a prior written request for such notice, and Landlord shall 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

Financings. Section 26.01 Except as provided herein(a) Following the date hereof through the earlier of the Closing Date or the Termination Date, without Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the necessity Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of a member of the Energy Supply Group to be available at or prior to the Closing (collectively, the “Energy Supply Financing”) in exchange for, or to extend, refinance, renew or replace in full (i) the Specified Energy Supply Refinanced Debt at or prior to the maturity thereof and (ii) at or substantially concurrently with the Closing, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior to the anticipated Closing Date to be repaid, refinanced or replaced from the proceeds of any additional document Energy Supply Financing at or substantially concurrently with the Closing (such Indebtedness being executed repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”); provided, however, that the aggregate principal amount of Indebtedness incurred pursuant to the immediately preceding clauses (i) and (ii) shall not, except as mutually agreed by Tenant Parent, NewCo and RJS, exceed the Permitted Refinancing Amount. (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging and availability of the Energy Supply Financing and RJS Financing, respectively and (ii) shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the purpose avoidance of effecting a subordinationdoubt, this Lease shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and any Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and all subleases non-guarantor information) and similar arrangements shall be subject and subordinate to all ground leases and the lien of all mortgages and deeds of trust which now or hereafter affect Landlord’s interest in the Demised Property, and all amendments thereto, all without the necessity of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor type or the type and form that are customarily included in interest a private placement of debt securities pursuant to Landlord at Rule 144A or Regulation S promulgated under the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists under this LeaseSecurities Act (collectively, Tenant’s possession of the Demised Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date“Required Financial Information”), Landlord(F) reasonably cooperating with other marketing efforts in connection with the Financings, Landlord’s Lender(G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and Tenant shall execute title insurance, consents, landlord waivers and deliver to each other a subordination, estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and attornment agreement (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the form attached hereto as Exhibit G Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “SNDARJS Financing”). The interest ) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Demised Property Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any such future ground lessee of its Subsidiaries or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised Propertyother Assets or provide any guarantee, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord surety or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lender, and Tenant shall cause indemnification or otherwise incur any subtenant to execute and deliver to Landlord and Landlord’s LenderLiability, in each case within five in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (5f) days after Landlord’s written request thereforFollowing the date hereof through the earlier of the Closing Date or the Termination Date, an SNDA Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or other subordinationdefault (or any event or circumstance that, nondisturbance with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party of any RJS Financing Agreement or Energy Supply Financing Agreement, respectively, of which such Party becomes aware and attornment agreement which would reasonably required by Landlord or Landlord’s Lender. If Tenant fails be expected to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request result in any part of such SNDA Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the “SNDA Second Request”stated maturity date) at the Closing Date and Tenant shall be required (B) the receipt of any written notice from any Person with respect to deliver such SNDA within five any (5x) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements actual or potential breach, default, termination or repudiation by any party to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when dueany RJS Financing Agreement or Energy Supply Financing Agreement, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee respectively or (y) shall be immediately due and payable without notice any material dispute or demand by Landlord and (z) is in addition to, and not in lieu of, disagreement between or among any other remedy of Landlord under this Lease regarding Tenant’s failure parties to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, and shall not encumber Landlord’s right, title or interest in the Demised Property. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage RJS Financing Agreement or any other provisions Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such note Financing not being completed on or before the Leasehold Mortgage Closing Date or related obligations. Should there be any conflict between not being available (other than by reason of its maturity at the provisions of this Lease and of anystated maturity date) at the Closing Date.

Financings. Section 26.01 Except as provided herein, without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this 23.01 This Lease and any and all subleases and similar arrangements shall be subject and subordinate to all present and future ground or underlying leases of any of the Demised Properties and to the lien of all any mortgages and deeds of or trust which deeds, now or hereafter affect Landlord’s interest in force against any of the Demised Properties, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto; and Tenant covenants and agrees in the Demised Property, and all amendments thereto, all without event any proceedings are brought for the necessity foreclosure of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust to which this Lease is foreclosed subordinate, or a deed in lieu the event of any termination of any ground or underlying lease to which this Lease is subordinate, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure is made for any reasonsale, Tenant shallif so requested to do so by such purchaser, notwithstanding any subordinationand to the ground or underlying lease lessor, attorn if so requested to do so by such ground or underlying lease lessor, and become to recognize such purchaser, or ground or underlying lessor, as the Tenant of case may be, as the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists lessor under this Lease; provided, Tenant’s possession however, that the foregoing subordination to future ground or underlying leases of the Demised Property Properties and to the lien of any future mortgages or trust deeds in force against the Demised Properties may be conditioned upon Landlord providing Tenant with a subordination, non-disturbance and attornment agreement in favor of Tenant in the form attached hereto as Exhibit B, or other commercially reasonable form requested by Landlord that provides, without limitation, that this Lease and the rights of Tenant hereunder shall not be disturbed as a result survive any foreclosure proceeding brought under such mortgage or deed of trust, or termination of such foreclosure ground or deed underlying lease (as applicable), provided Tenant is not in lieu default or breach of foreclosureits obligations under this Lease (either, an “SNDA”). Notwithstanding Without limiting the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property a) as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), each of Landlord, Landlord’s Lender, and Tenant shall execute and deliver to each other a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit G B , and (b) Tenant shall, and shall cause any subtenant, from time to time, within eight (8) days after any request by Landlord, to execute and deliver such other instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease (at Landlord’s election) to any such mortgages, trust deeds, ground or underlying leases (including, at Landlord’s election, one or more additional SNDAs requested by Lender). Section 23.02 Tenant shall cooperate with Landlord and execute any and all instruments reasonably requested by Landlord (including, if necessary, the execution of an “SNDA”amendment to this Lease). The interest , in the Demised Property establishment and maintenance of cash management procedures reasonably requested by any such future ground lessee Landlord's Lender with respect to payment of Base Rent and other amounts payable by Tenant directly to Landlord as and when the same are due and payable hereunder; provided, however, that Tenant shall not be obligated to agree to any requested action or lienholder shall execute any requested instrument if the same would have priority over the interest of a material adverse effect upon Tenant, unless Tenant is reasonably compensated therefor by Landlord. In addition, Tenant agrees to cooperate in this Lease and in the Demised Property, subject to good faith with Landlord, any Landlord’s Lender and Tenant entering into a subordinationany Landlord’s Mortgagee, non-disturbance and attornment agreement reasonably required in connection with any sale or transfer of the any of the Demised Properties by Landlord or Landlord’s Lender. any transfer, participation, syndication and/or securitization of any loan secured by any of the Demised Properties, or any or all servicing rights with respect thereto, including (a) by providing such documents, financial and other data, and other information and materials (the " Disclosures") that would typically be required with respect to Tenant by a purchaser of the any of the Demised Properties and/or a purchaser, transferee, assignee, servicer, participant, co-lender, investor or rating agency involved with respect to any transfer, participation, syndication and/or securitization of any loan secured by any of the Demised Properties, as applicable (collectively, the "Transfer Parties" and each, a "Transfer Party "); and (b) by amending the terms of this Lease to the extent reasonably necessary so as to satisfy the requirements of the Transfer Parties involved in any such transfer, participation, syndication or securitization; provided, however, that Tenant shall not be obligated to agree to any requested action, or execute and deliver to Landlord and any requested amendment, if the same would have a material adverse effect upon Tenant, unless Tenant is reasonably compensated therefor by Landlord’s Lender, and Tenant shall cause any subtenant to execute and deliver to Landlord and Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when due, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. Section 26.02 Subject 23.03 Notwithstanding Section 22.01 above, but subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber encumber, pledge or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “All proceeds from any Leasehold Mortgage” Mortgage shall mean any leasehold deed remain the property of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property Properties and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised PropertyProperties, and shall not encumber Landlord’s right, title or interest in the Demised PropertyProperties. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the related obligations. A Leasehold Mortgage shall be, and hereafter shall continue at all times to be, subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and junior, subject and subordinate, in each and every respect, to all rights and interests of any Landlord’s Mortgagee now or related obligationshereafter affecting any of the Demised Properties. Should there be any conflict between the provisions of this Lease and the provisions of anyany Leasehold Mortgage, the provisions of this Lease shall control. No Leasehold Mortgage shall be for a term longer than the Original Lease Term. Either prior to or concurrently with the recordation of any Leasehold Mortgage, Tenant shall cause a fully conformed copy thereof and of the financing agreement secured thereby to be delivered to Landlord and Landlord’s Mortgagee, together with a written notice containing the name and post office address of Tenant’s Lender. Upon written request from Tenant, Landlord agrees to deliver an estoppel certificate in favor of Tenant’s Lender regarding this Lease, in form and substance reasonably acceptable to Landlord and Tenant’s Lender. Tenant agrees that a condition precedent to its granting a Leasehold Mortgage to any Tenant’s Lender shall be the execution and delivery by such Tenant’s Lender to Landlord and Landlord’s Lender of a subordination, non-disturbance and attornment agreement, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, that shall provide, without limitation, that upon a default under the Leasehold Mortgages, Tenant’s Lender may foreclose only on this Lease as an entirety, applicable to all, but not less than all (even if otherwise possible under applicable Law) of the Demised Properties. If Landlord delivers to Tenant a Default notice under this Lease, Landlord shall notify any Tenant’s Lender (without any liability for failure to provide such notification) that has delivered to Landlord a prior written request for such notice, and Landlord shall recognize and accept the performance of any obligation of Tenant hereunder by Tenant’s Lender (provided said performance occurs within the same cure periods as provided to Tenant under this Lease); provided, however that nothing contained herein shall obligate Tenant’s Lender to take any such actions. Any act by Tenant or Tenant’s Lender in violation of this Section 23.03 shall be null and void and of no force or effect. This Section shall survive termination of this Lease.

Financings. Section 26.01 Except as provided herein(a) The aggregate proceeds contemplated by the Commitment Letters will be sufficient (after deducting applicable fees, without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordinationexpenses, this Lease and any and all subleases original issue discount and similar arrangements shall be subject premiums and subordinate charges) to all ground leases enable Parent to (i) consummate the Transactions upon the terms contemplated by this Agreement, (ii) pay the Common Merger Consideration payable in respect of the applicable Eligible Shares and the lien of all mortgages and deeds of trust which now or hereafter affect Landlord’s interest Dissenting Shares in the Demised PropertyMerger pursuant to this Agreement, (iii) pay the Aggregate Redemption Amount, (iv) pay all amounts payable pursuant to Section 3.3 of this Agreement, (v) pay all Indebtedness, liabilities and other obligations of the Company as expressly contemplated to be funded pursuant to the Debt Commitment Letter by Parent at Closing, and (vi) pay all related fees and expenses associated with the Transactions or the Commitment Letters incurred by Parent, Merger Sub, the Surviving Company or any of their respective Affiliates and required to be paid at the Closing by such party (collectively, the “Financing Purposes”). (b) Parent has received (i) executed equity commitment letters dated as of the date of this Agreement (as may be amended, supplemented or modified in accordance with the terms thereof, the “Equity Commitment Letters”) from the equity financing sources party thereto (the “Equity Financing Sources”) pursuant to which each Equity Financing Source has committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letters, subject only to the terms and conditions expressly set forth therein (the “Equity Financing”) and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of the date of this Agreement (such commitment letter and fee letter (which fee letter may be redacted as described below), and all amendments theretoattached exhibits, all without the necessity schedules and annexes that are delivered on date of Tenant’s (or any subtenant’s) executing further instruments to effect subordination. In the event that any mortgage or deed of trust is foreclosed or a deed in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of and on terms acceptable to such successor in interest. So long as no Event of Default exists under this Lease, Tenant’s possession of the Demised Property shall not be disturbed as a result of such foreclosure or deed in lieu of foreclosure. Notwithstanding the foregoing, as of the Commencement Date (or if no mortgages, deeds of trust or other security instruments encumber Landlord’s interest in the Demised Property as of the Commencement Date, then at such time as any such instrument does encumber the Demised Property after the Commencement Date), Landlord, Landlord’s LenderAgreement, and Tenant shall execute and deliver amendments to each other a subordinationthe foregoing permitted by the terms hereof, non-disturbance and attornment agreement in the form attached hereto as Exhibit G (an “SNDA”). The interest in the Demised Property of any such future ground lessee or lienholder shall have priority over the interest of Tenant in this Lease and in the Demised Propertycollectively, subject to Landlord, Landlord’s Lender and Tenant entering into a subordination, non-disturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. Tenant shall execute and deliver to Landlord and Landlord’s Lender, and Tenant shall cause any subtenant to execute and deliver to Landlord and Landlord’s Lender, in each case within five (5) days after Landlord’s written request therefor, an SNDA or other subordination, nondisturbance and attornment agreement reasonably required by Landlord or Landlord’s Lender. If Tenant fails to deliver such SNDA within such 5 day period, then Landlord shall deliver a subsequent written request of such SNDA (the “SNDA Second Request”) Debt Commitment Letter” and, together with the Equity Commitment Letters and Tenant shall be required to deliver such SNDA within five (5) days after the SNDA Second Request. Tenant acknowledges that Landlord must comply with Landlord’s Lender’s requirements to deliver an SNDA any related exhibits, schedules, annexes, supplements, term sheets and Landlord will suffer damages from Tenant’s failure to deliver the SNDA as and when due. If Tenant fails to deliver the SNDA as and when dueother agreements, subject to Force Majeure, Tenant shall pay Landlord a fee equal to US$500 for each day that Tenant has failed to deliver the SNDA (the “SNDA Default Fee”). The SNDA Default Fee (y) shall be immediately due and payable without notice or demand by Landlord and (z) is in addition to, and not in lieu of, any other remedy of Landlord under this Lease regarding Tenant’s failure to deliver the SNDA. Tenant’s payment of the SNDA Default Fee does not cure any Default or Event of Default caused by the failure to deliver the SNDA in a timely manner. Section 26.02 Subject to the terms of this Article, Landlord agrees that Tenant shall have the right to encumber or hypothecate Tenant’s interest in the leasehold estate created by this Lease. As used in this Article, “Leasehold Mortgage” shall mean any leasehold deed of trust, mortgage, assignment of leases and rents, assignment, security agreement, or other security document securing the applicable financing from Tenant’s lender or Tenant Affiliates’ lender (collectively, “Tenant’s Lender”). Landlord shall not be obligated to subordinate any or all of Landlord’s right, title or interest in and to the Demised Property and this Lease to the lien of any Leasehold Mortgage. A Leasehold Mortgage shall encumber only Tenant’s leasehold interest in the Demised Property, and shall not encumber Landlord’s right, title or interest in the Demised Property. Landlord shall have no liability whatsoever for the payment of any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of anythe