Common use of Landlord’s Financing Clause in Contracts

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Landlord Mortgage upon the Leased Property Demised Premises or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any such Facility Landlord Mortgage which may now or hereafter affect the Leased Property Demised Premises or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that subject to receipt of the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the SNDA (hereinafter defined). The holder of each Facility Landlord Mortgage shall execute and delivery deliver to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel C (“SNDA”) or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold customary form then used by Landlord Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement which is substantially similar thereto in all material respects, which shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind Landlord and Tenant, and such holder of such Facility Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property Demised Premises (each, a “Foreclosure Purchaser”) ). The SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and which provides that any Foreclosure Purchaser, shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease as if such Landlord Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof of this Master Lease concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVIDefault)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Landlord Mortgage for the Leased Property Demised Premises or any portion thereof or interest therein, a Facility Landlord Mortgagee or prospective Facility Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver the same such amendments or modifications so long as any such amendments or modifications do not in any material respect (i) increase Tenant’s monetary obligations under this Master Lease, ; (ii) adversely increase Tenant’s non-monetary nonmonetary obligations under this Master Lease in any material respect, Lease; or (iii) diminish Tenant’s rights or remedies under this Master Lease Lease, including without limitation limiting or shortening any time periods for the payment or performance of any Tenant obligations or any notice and cure periods for any default of Tenant or limiting in any material respectmanner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”).

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage or any Foreclosure Purchaser (as defined below) including any Facility Mortgage in place at the time of execution of this Master Lease or contemporaneously herewith shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E F-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Landlord shall deliver such a subordination, non-disturbance and attornment agreement to Tenant contemporaneously with the execution of this Master Lease with respect to any Facility Mortgage existing at the time of execution of this Master Lease. With respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such subordination, nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that wouldwould not, or the enforcement of remedies thereunder wouldwould not, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided Mortgagee; provided, that upon the request of Landlord Landlord, such subordination, nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, be executed by Tenant as contemplated below, well as Landlord and be in substantially the form attached hereto as Exhibit FF-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Each such subordination, nondisturbance and be executed by Tenant as well as Landlord), which will attornment agreement shall bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property by assignment or in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”) and which provides shall provide that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor or any of its Tenant’s rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, (a) create or otherwise cause to exist exist, with respect to any Facility Mortgage upon the Leased Property Demised Premises, one or more mortgages, deeds of trust, deeds to secure debt or other similar security agreements or security interests (each, a “Landlord Mortgage”) and/or (b) pledge, collaterally assign or grant a security interest in this Lease, any other Lease Documents, any interest of Landlord therein or any portion thereof direct or interest therein; providedindirect Equity Interests in Landlord (collectively, however“Other Collateral”, if Tenant has not consented and each of the foregoing instruments and documents, together with any Landlord Mortgage, collectively, “Landlord Financing Documents”), in each case in favor of any mortgage lender, mezzanine lender or other holder of Indebtedness of Landlord or its Affiliates from time to any such Facility Mortgage entered into by time (each, a “Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3Lender”). This Master Lease is is, and at all times shall be automatically and without any requirement for any further action be, subject and subordinate to the liens of any such Facility Mortgage which Landlord Financing Documents that may now or hereafter affect the Leased Property all or any portion thereof of any Demised Premises or interest therein this Lease and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof thereof, in each case provided that such Landlord Financing Documents, or any parts a separate subordination, non-disturbance and attornment agreement with such Landlord Lender (an “SNDA”) in substantially the form and substance of Exhibit H attached hereto (the “Approved SNDA Form”) or portions thereof; providedotherwise in form and substance reasonably satisfactory to Tenant, however, that expressly provides for the subjection and subordination recognition of this Master Lease and Tenant’s leasehold interest rights hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or bargeeach individual Property forming the Demised Premises hereunder, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of unless a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Major Event of Default under this Master Leasehas occurred and is continuing hereunder or, the holder of such Facility Mortgagewith respect to an individual Property, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if unless an Event of Default has occurred and is continuing at hereunder with respect to such time individual Property. Landlord shall use commercially reasonable efforts to obtain from the holder of any Landlord Mortgage (a “Landlord Mortgagee”) an SNDA on the Approved SNDA Form or such parties shall Landlord Mortgagee’s then customary form (with such changes to such customary form as may be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVIreasonably requested by Tenant)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Landlord Mortgage for the Leased Property with respect to all or any portion thereof or interest thereinof any Demised Premises, a Facility any Landlord Mortgagee or prospective Facility Landlord Mortgagee shall request (Ai) reasonable Tenant’s cooperation from and/or (ii) Tenant’s execution, Tenant shall provide the same at no cost or expense to Tenant, it being understood acknowledgement and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) delivery of any reasonable amendments or modifications of or to this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute then Tenant shall reasonably cooperate in connection therewith and execute, acknowledge and deliver the same so long as any such amendments or modifications (as applicable) so long as such amendments or modifications (as applicable) do not (i) not, individually or in the aggregate, increase Tenant’s monetary duties, obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respector liabilities, or (iii) diminish decrease Tenant’s rights under under, this Master Lease or any Property Documents other than to a de minimis extent. Landlord covenants for the benefit of Tenant that there is no Landlord Mortgage in any material respecteffect on the date of this Lease.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage made after the Commencement Date, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, executed by Tenant and the Facility Fee Mortgagee or prospective Facility Mortgageeas of the Commencement Date, after giving effect to the amendment thereto executed as of the case may beAmendment Date, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required deemed to give it full force and effect. satisfy this Section). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, or (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof. (c) To secure Landlord’s obligations under any Fee Mortgage, including the Existing Fee Mortgage, Landlord shall have the right to collaterally assign to Fee Mortgagee, all rights title and interest of Landlord in and under this Lease.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee F-1 (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit FF-2, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of TenantTenant but subject to the terms of this Article XXXI, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel C (or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement in a form otherwise reasonably acceptable to Tenant from each holder of a and the Facility Mortgage on such vessel Mortgagee or barge prior to the recording or registration of such prospective Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in as the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated belowmay be), and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that the exercise of any rights and remedies by the Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this Master Lease (including the provisions of Article XVI and Article XXXVI) if an Event of Default has occurred and is continuing at such the time such parties shall be subject to party acquires any portion of the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVILeased Property in a foreclosure or similar proceeding or in a transfer in lieu)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such reasonable costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respectrespect or (iv) amend in any respect the provisions set forth in Section 3.4, Section 10.2(b), Section 16.1, Article XXII, Section 34.1, Article XXXVI and Section 41.14 and the definitions related thereto.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not except as may be expressly consented to any such Facility Mortgage entered into by Landlord after the Commencement DateTenant, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). Except with respect to any such Facility Mortgage entered into financing that is not secured by Landlord after the Commencement Date, Tenantany of Landlord’s obligations assets and with respect thereto to which Landlord is not an obligor, Landlord shall be subject cause all Fee Mortgagees to execute a joinder to the limitations set forth Intercreditor Agreement in Section 31.3a form reasonably acceptable to all parties thereto. This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage made after the date hereof, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, executed by Tenant and the Facility Fee Mortgagee or prospective Facility Mortgageein connection with the Existing Fee Mortgage shall be deemed to satisfy this Section). In connection with any subsequent Fee Mortgage after the date hereof, as a condition to the case may beFee Mortgagee holding any of the Fee Mortgage Reserve Accounts, which will incorporate the terms set forth Tenant and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. Section 31.1(a). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, or (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof. (c) To secure Landlord’s obligations under any Fee Mortgage, including the Existing Fee Mortgage, Landlord shall have the right to collaterally assign to Fee Mortgagee, all rights title and interest of Landlord in and under this Lease, including in the Tenant’s Pledged Property.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, (a) create or otherwise cause to exist exist, with respect to any Facility Mortgage upon the Leased Property Demised Premises, one or more mortgages, deeds of trust, deeds to secure debt or other similar security agreements or security interests (each, a “Landlord Mortgage”) and/or (b) pledge, collaterally assign or grant a security interest in this Lease, any other Lease Documents, any interest of Landlord therein or any portion thereof direct or interest therein; providedindirect Equity Interests in Landlord (collectively, however“Other Collateral”, if Tenant has not consented and each of the foregoing instruments and documents, together with any Landlord Mortgage, collectively, “Landlord Financing Documents”), in each case in favor of any mortgage lender, mezzanine lender or other holder of Indebtedness of Landlord or its Affiliates from time to any such Facility Mortgage entered into by time (each, a “Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3Lender”). This Master Lease is is, and at all times shall be automatically and without any requirement for any further action be, subject and subordinate to the liens of any such Facility Mortgage which Landlord Financing Documents that may now or hereafter affect the Leased Property all or any portion thereof of any Demised Premises or interest therein this Lease and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof thereof, in each case provided that such Landlord Financing Documents, or any parts a separate subordination, non-disturbance and attornment agreement with such Landlord Lender (an “SNDA”) in substantially the form and substance of Exhibit H attached hereto (the “Approved SNDA Form”) or portions thereof; providedotherwise in form and substance reasonably satisfactory to Tenant, however, that expressly provides for the subjection and subordination recognition of this Master Lease and Tenant’s leasehold interest rights hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or bargeeach individual Property forming the Demised Premises hereunder, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if unless an Event of Default has occurred and is continuing at hereunder with respect to such time individual Property. Landlord shall use commercially reasonable efforts to obtain from the holder of any Landlord Mortgage (a “Landlord Mortgagee”) an SNDA on the Approved SNDA Form or such parties shall Landlord Mortgagee’s then customary form (with such changes to such customary form as may be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVIreasonably requested by Tenant)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Landlord Mortgage for the Leased Property with respect to all or any portion thereof or interest thereinof any Demised Premises, a Facility any Landlord Mortgagee or prospective Facility Landlord Mortgagee shall request (Ai) reasonable Tenant’s cooperation from and/or (ii) Tenant’s execution, Tenant shall provide the same at no cost or expense to Tenant, it being understood acknowledgement and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) delivery of any reasonable amendments or modifications of or to this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute then Tenant shall reasonably cooperate in connection therewith and execute, acknowledge and deliver the same so long as any such amendments or modifications (as applicable) so long as such amendments or modifications (as applicable) do not (i) not, individually or in the aggregate, increase Tenant’s monetary duties, obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respector liabilities, or (iii) diminish decrease Tenant’s rights under under, this Master Lease or any Property Documents other than to a de minimis extent. Landlord covenants for the benefit of Tenant that there is no Landlord Mortgage in any material respecteffect on the date of this Lease.

Landlord’s Financing. Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage hereafter made, shall be conditioned and occur only upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect that is reasonably acceptable to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)Tenant, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions and that is reasonably acceptable to Tenant and Landlord, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentenceall events complying with this Section 31.1. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in In connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest thereinsubsequent Fee Mortgage, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition theretoto the Fee Mortgagee holding any Fee Mortgage Reserve Accounts, Xxxxxx hereby agrees to execute Tenant and deliver the same so long such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under provided in this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respectSection 31.1(a).

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and Landlord, and delivery to Tenant of of, (a) a nondisturbance and attornment agreement substantially in the a customary form attached hereto as Exhibit E mutually and with respect to any reasonably approved by Landlord, Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance Mortgagee and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, below and be executed by Tenant as well as LandlordLandlord and Facility Mortgagee), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI))) and (b) with respect to any sublease to the extent Landlord is required to execute a recognition, non-disturbance and attornment agreement, a recognition, non-disturbance and attornment agreement with respect to such sublease in the applicable form specified in Section 22.3. In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordinationrecognition, nondisturbance and attornment agreement, agreement in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, Tenant and Landlord and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ feesfees except in connection with negotiation and execution of any recognition, non-disturbance and attornment agreement requested by any Facility Mortgagee, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect. Landlord will use commercially reasonable efforts to include a covenant by each Facility Mortgagee in the applicable Facility Mortgage to execute, at Tenant’s request, a commercially reasonable acknowledgment of any Permitted Leasehold Mortgagee’s rights under Article XVII.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon (i) all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or transferred) or (ii) all of the Leased Property in respect of any portion individual Facility (or Facilities) (other than de minimis portions thereof that are not capable of being assigned or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by transferred) (or upon interests in Landlord after (or the Commencement Date, Tenant’s obligations applicable fee owning Landlord entity with respect thereto shall be subject to the limitations set forth in Section 31.3an individual Facility) which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage made after the Commencement Date, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person Person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to executed by CPLV Tenant, CPLV Landlord and the Facility Fee Mortgagee or prospective Facility Mortgageeunder the Existing Fee Mortgage with respect to the Leased Property (CPLV) as of March 30, 2020, as amended by that certain Ratification and Amendment to Subordination, Nondisturbance and Attornment Agreement executed by CPLV Tenant, CPLV Landlord and the case may beFee Mortgagee as of the Second Amendment Date (a copy of which is attached hereto as Exhibit O), which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required deemed to give it full force and effect. satisfy this Section). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof. (c) To secure Landlord’s obligations under any Fee Mortgage, including the Existing Fee Mortgage, Landlord shall have the right to collaterally assign to Fee Mortgagee, all rights, title and interest of Landlord in and under this Lease. (d) For the avoidance of doubt, Tenant acknowledges and agrees that Landlord may, in its sole and absolute discretion, from time to time finance the Leased Property in respect of one or more individual Facilities separately and independently from the Leased Property in respect of any other Facility, in which event this Article XXXI shall apply with respect to each separate financing and each separate Facility (or Facilities, as applicable) and Tenant shall be obligated to perform or otherwise satisfy all applicable Additional Fee Mortgagee Requirements under the Fee Mortgage Documents relating to each separate financing and each separate Facility as and to the extent provided in this Article XXXI and the other applicable provisions of this Lease; provided that, notwithstanding the foregoing or any other provisions of this Article XXXI to the contrary, Tenant shall not be obligated to perform or otherwise satisfy any Additional Fee Mortgagee Requirement under a Fee Mortgage Document in the event that such performance or satisfaction results in Tenant being in breach of an Additional Fee Mortgagee Requirement under a Fee Mortgage Document relating to a separate financing or separate Facility.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage hereafter made, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person Person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenantexecuted by Jazz Casino Company, L.L.C., Xxxxxx’x New Orleans LLC and the Facility Mortgagee or prospective Facility “Fee Mortgagee, ” (as the case may be, which will incorporate the terms set forth defined in the preceding sentence. Except for Regional Lease) under the documents described “Existing Fee Mortgage” (as defined in the preceding sentences, this provision Regional Lease) with respect to the “Leased Property (HNO)” (as defined in the Regional Lease) as of the Second Amendment Date (a copy of which is attached as Exhibit O hereto) shall be self-operative and no further instrument of subordination shall be required deemed to give it full force and effect. satisfy this Section). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof. (c) To secure Landlord’s obligations under any Fee Mortgage, including the Existing Fee Mortgage, Landlord shall have the right to collaterally assign to Fee Mortgagee, all rights title and interest of Landlord in and under this Lease.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage hereafter made, shall be conditioned and occur only upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect that is reasonably acceptable to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)Tenant, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions and that is reasonably acceptable to Tenant and Landlord, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgageeall events complying with this Section 31.1. In connection with any subsequent Fee Mortgage, as a condition to the case may beFee Mortgagee holding any Fee Mortgage Reserve Accounts, which will incorporate the terms set forth Tenant and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. Section 31.1(a). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof.

Landlord’s Financing. Without the consent of TenantTenant but subject to the terms of this Article XIV, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property Assets or any portion thereof or interest therein; provided, however, that if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.314.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property Assets or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance non-disturbance and attornment agreement (the “NDA”) substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel C (or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of in a Facility Mortgage on such vessel or barge prior form otherwise reasonably acceptable to the recording Facility Mortgagee or registration of such prospective Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in as the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated belowmay be), and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property Assets in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property Assets (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then any outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property Assets in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee Lease (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that the exercise of any rights and remedies by the Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this Master Lease if an Event of Default has occurred and is continuing at such the time such parties shall be subject to Party acquires any portion of the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVILeased Assets in a foreclosure or similar proceeding or in a transfer in lieu)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, non-disturbance and attornment agreement, in form and substance substantially in the form of Exhibit C or otherwise reasonably satisfactory to the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. If, in connection with obtaining any Facility Mortgage for the Leased Property Assets or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request request: (Aa) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such reasonable costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, ; or (Bb) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not not: (i) increase Tenant’s monetary obligations under this Master Lease, ; (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, ; or (iii) diminish Tenant’s rights under this Master Lease Lease, and/or Tenant’s access or use of the Leased Assets, in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage or any Foreclosure Purchaser (as defined below) including any Facility Mortgage in place at the time of execution of this Master Lease or contemporaneously herewith shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E F-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Landlord shall deliver such a subordination, non-disturbance and attornment agreement to Tenant contemporaneously with the execution of this Master Xxxxx with respect to any Facility Mortgage existing at the time of execution of this Master Xxxxx. With respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such subordination, nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that wouldwould not, or the enforcement of remedies thereunder wouldwould not, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided Mortgagee; provided, that upon the request of Landlord Landlord, such subordination, nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, be executed by Tenant as contemplated below, well as Landlord and be in substantially the form attached hereto as Exhibit FF-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Each such subordination, nondisturbance and be executed by Tenant as well as Landlord), which will attornment agreement shall bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property by assignment or in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”) and which provides shall provide that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor or any of its Tenant’s rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage made after the Commencement Date, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof 141 concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, executed by Tenant and the Facility Fee Mortgagee or prospective Facility Mortgageeas of the Commencement Date, after giving effect to the amendment thereto executed as of the case may beAmendment Date, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required deemed to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to satisfy this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respectSection).

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither TenantXxxxxx’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at |US-DOCS\126208570.12|| the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of TenantTenant but subject to the terms of this Article XXXI, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, that if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s 's leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel C-1 (or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement in a form otherwise reasonably acceptable to Tenant from each holder of a and the Facility Mortgage on such vessel Mortgagee or barge prior to the recording or registration of such prospective Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in as the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated belowmay be), and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “"Foreclosure Purchaser”") and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s 's leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that the exercise of any rights and remedies by the Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this Master Lease (including the provisions of Article XVI and Article XXXVI) if an Event of Default has occurred and is continuing at such the time such parties party acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu)). Except for the documents described in the preceding sentences, this provision shall be subject self-operative and no further instrument of subordination shall be required to the terms give it full force and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI))effect. In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F C-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request request: (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such reasonable costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, ; or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not not: (i) increase Tenant’s 's monetary obligations under this Master Lease, ; (ii) adversely increase Tenant’s 's non-monetary obligations under this Master Lease in any material respect, ; or (iii) diminish Tenant’s 's rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of TenantTenant but subject to the terms of this Article XXXI and Section 18.2, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any ILEC Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This ILEC Master Lease is and at all times shall be subject and subordinate to any such ILEC Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this ILEC Master Lease and Tenant’s 100100 leasehold interest hereunder to any ILEC Facility Mortgage shall be conditioned upon the execution by the holder of each ILEC Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel C (or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement in a form otherwise reasonably acceptable to Tenant from each holder of a and the ILEC Facility Mortgage on such vessel Mortgagee or barge prior to the recording or registration of such prospective ILEC Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in as the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated belowmay be), and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such ILEC Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this ILEC Master Lease, the holder of such ILEC Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this ILEC Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such ILEC Facility Mortgagee or Foreclosure Purchaser were the landlord under this ILEC Master Lease (it being understood that the exercise of any rights and remedies by the ILEC Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this ILEC Master Lease (including the provisions of Article XVI and Article XXXVI) if an Event of Default has occurred and is continuing at such the time such parties shall be subject to party acquires any portion of the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVILeased Property in a foreclosure or similar proceeding or in a transfer in lieu)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any ILEC Facility Mortgage for the Leased Property or any portion thereof or interest therein, a an ILEC Facility Mortgagee or prospective ILEC Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such reasonable costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this ILEC Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this ILEC Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this ILEC Master Lease in any material respect, or (iii) diminish Tenant’s rights under this ILEC Master Lease in any material respect or (iv) amend in any respect the provisions set forth in Section 3.4, Article X, Section 16.1, Article XXII, Section 34.1, Article XXXVI and Section 41.14 and the definitions related thereto. . If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any ILEC Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this ILEC Master Lease or enter into a new lease substantially in the form of this ILEC Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request so long as no provision in such new lease (i) increases Tenant’s monetary obligations under this ILEC Master Lease, (ii) adversely increases Tenant’s non-monetary obligations under this ILEC Master Lease in any material respect., (iii) diminishes Tenant’s rights under this ILEC Master Lease in any material respect or (iv) amends in any respect the provisions set forth in Section 3.4, Article X, Section 16.1, Article XXII, Section 101101 34.1, Article XXXVI and Section 41.14 and the definitions related thereto and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this ILEC Master Lease occurring prior to such sale, conveyance or termination, unless such act or omission is then continuing and reasonably susceptible to cure by the new owner or superior lessor acting as a prudent landlord; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this ILEC Master Lease occurring prior to such sale, conveyance or termination, except where such offset, abatement or reduction of rent arises (1) pursuant to Section 3.4 with respect to Landlord Defaulted Obligations Amount or (2) with respect to a default of the Landlord that is continuing at the time the new owner or superior lessor acquires title to the Leased Property and is reasonably susceptible to cure by the new owner or superior lessor, Tenant has given the new owner or superior lessor notice thereof, and the new owner or superior lessor fails to cure the same after having received such notice thereof; or (iii) bound by any previous modification or amendment to this ILEC Master Lease or any previous prepayment of more than one month’s Rent, unless such modification, amendment or prepayment shall have been approved in writing by such ILEC Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable ILEC Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the ILEC Facility Mortgage and the identity and address of the ILEC Facility Mortgagee. Article XXXII

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and TenantXxxxxx’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not except as may be expressly consented to any such Facility Mortgage entered into by Landlord after the Commencement DateTenant, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that except with respect to the GLPI Facility Mortgagee, the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentencessentences with respect to any Facility Mortgagee that is not a GLPI Facility Mortgagee, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Txxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without Each Lender shall be entitled to the consent following from and after Tenant’s receipt of Tenantnotice of the name and address of, and an SNDA from, the applicable Lender: (a) Prior to Tenant exercising any remedy as a result of a default by Landlord may under this Lease, Tenant shall send to Lender at its address as provided in writing to Tenant by Landlord written notice of such default. Lender shall have thirty (30) days after delivery of the written notice from Tenant within which to cure or remove the default, and if the default cannot with diligence be cured within the 30 day period (other than a monetary default which shall be cured within thirty (30) days), then Lender shall have a reasonable time thereafter to timeeffect such cure, directly provided that Lender promptly commences to cure the same and thereafter pursues the curing of the default with diligence, but in any event cures such default within one hundred twenty (120) days after the notice of default. Notwithstanding any other provision of this Lease, Tenant shall not terminate this Lease due to Landlord’s default unless Tenant shall have first given a copy of the written notice of default to Lender and unless Lender shall have failed to cure or indirectlyremove, create or otherwise cause to exist any Facility Mortgage upon be cured or removed, the Leased Property or any portion thereof or interest therein; provideddefault, however, if Tenant has not consented to any such Facility Mortgage entered into within the time required by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereofthis Section; provided, however, that this sentence shall not limit Tenant’s right to pursue all other rights and remedies against Landlord. (b) Tenant will accept performance by Lender of any covenant, agreement or obligation of Landlord contained in this Lease with the subjection same effect as though performed by Landlord, and subordination Landlord hereby consents to Tenant accepting such performance by Lender. (c) If this Lease is terminated for any reason, including, but not limited to any termination as a result of default by Landlord under this Lease following Lender’s failure to cure such default as permitted in this Section 13.05 (other than a monetary default), but not including termination as a result of a monetary Event of Default, or in the event of the rejection or disaffirmance of this Master Lease and Tenant’s leasehold interest hereunder pursuant to bankruptcy laws or other laws affecting creditors’ rights, Tenant will enter into a new lease of the Property with Lender, or any Facility Mortgage shall be conditioned upon the execution party designated by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or bargeLender, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee within thirty (provided that upon 30) days after the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced aboveLender referred to below; provided, as contemplated belowhowever, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default all monetary defaults under this Master Lease, the holder of such Facility Mortgage, Lease shall have been cured and any Foreclosure Purchaser Lender shall disturb neither Tenant’s leasehold interest or possession of the Leased Property pay all amounts owed by Landlord as they become due in accordance with the terms hereof, nor any of its rights, privileges and options, this Lease and shall give effect have cured all other defaults which such Lender is reasonably able to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties cure. The new lease shall be subject to effective as of the date of termination, rejection or disaffirmance of this Lease and shall be upon the same terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default contained in this Lease (including the provisions amount of Articles XVI the Rent and XXXVI)other sums due from Tenant hereunder). In connection with order to obtain a new lease, Lender must make a written request to Tenant for the foregoing and at new lease within thirty (30) days after Lender is notified of the request effective date of Landlordtermination, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in rejection or disaffirmance of the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility MortgageeLease, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Lender or the party designated by Lender as landlord. In addition, Lender shall have cured all defaults under the Lease that can be cured by the payment of money or which will incorporate Lender is reasonably able to cure, and shall have paid, as the same has become due, to Tenant all sums that would have been due and payable by Landlord under this Lease but for the rejection, disaffirmance or termination. If Lender, or the party so designated by the Lender, shall have entered into a new lease with Tenant pursuant to this Section, then any default under this Lease that cannot be cured by the payment of money or which cannot reasonably be cured by Lender shall be deemed cured. Any new lease made pursuant to this Section shall be senior and superior to any other encumbrances on the Property except for Permitted Encumbrances and except for future liens subject to the terms set forth in the preceding sentenceof Section 13.02. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish TenantLender’s rights under this Master Section are in addition to, and not limited by, Lender’s right to cure. The provisions of this Section are a separate and independent contract made by Tenant and Lender. (d) If Tenant has given Lender notice of Landlord’s default and Lender desires to cure Landlord’s default but is unable to do so while Landlord is in possession of the Property (other than any monetary default), or if Tenant has elected to terminate this Lease and Lender desires to obtain a new lease but has not yet acquired Landlord’s leasehold interest in this Lease, then Lender shall have the right to postpone the specified date for effecting a cure of this Lease (provided, nothing herein shall extend the time period for curing a monetary default) or obtaining a new lease for a period reasonably sufficient to enable Lender or its designee to acquire Landlord’s interest in this Lease by foreclosure of its lien in the Property or otherwise, but not to exceed a period of ninety (90) days from the date of the Postponement Notice (as hereinafter defined), as long as all monetary defaults have been cured within the time period provided herein and Lender pays Tenant any material respectsums due under this Lease as they become due during the postponement. Lender shall exercise the right to extend the cure period or the date for obtaining a new lease by giving Tenant notice (a “Postponement Notice”) prior to the last date that Lender would otherwise be entitled to elect a cure or obtain a new lease and by tendering to Tenant any charges or other sums then in default. (e) If any lien in favor of Lender is in effect, Tenant will not accept a voluntary surrender of this Lease. If any such lien is in effect, the rent amount and the term of, this Lease shall not be modified or amended without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. (f) The provisions of this Section are for the benefit of Lender and may be relied upon and shall be enforceable by Lender. Neither Lender nor any other holder or owner of the indebtedness secured by the lien of Lender or otherwise shall be liable upon the covenants, agreements or obligations of Landlord contained in this Lease, unless and until Lender or that holder or owner acquires the interest of Landlord. (g) Nothing contained in this Section 13.05 shall be construed as a subordination of Tenant’s leasehold interest in the Property to any Lender. Tenant shall not be liable for the payment of the sum secured by any lien in favor of Lender, nor for any expenses in connection with the same, and Tenant shall not be required to take any affirmative action of any kind whatsoever with respect to such Lender except as otherwise provided in this Section. All costs and expenses incurred by Tenant in connection with any lien in favor of Lender, any dealings with a Lender or actions taken as a result of or in connection with this Section 13.05 shall be at the sole cost and expense of Landlord and shall be reimbursed to Tenant within thirty (30) days of Landlord’s receipt of request for reimbursement together with evidence of the costs incurred. (h) This Section 13.05 shall in no event limit the obligation of Landlord to deliver an SNDA to Tenant pursuant to Section 13.02 above. This Section 13.05 and any SNDA delivered to Tenant shall be construed together, and no SNDA shall grant to the Lender any additional rights, notice, cure or grace periods other than those that are consistent with the rights set forth in this Section 13.05. In the event of any conflict between this Section 13.05 and any SNDA, this Section 13.05 shall control.

Landlord’s Financing. Without Notwithstanding anything to the consent contrary in this Lease, this Lease and Tenant's interest therein shall not be subordinate or deemed to be subordinate to any deed of Tenant, Landlord may from time trust or other security instrument (or to time, directly the lien created by any such deed of trust or indirectly, create or otherwise cause to exist any Facility Mortgage upon security instrument) which first encumbers the Leased Property Premises or any portion thereof or interest therein; providedafter February 18, however2000, if other than the First Deed of Trust, unless and until Landlord delivers to Tenant has not consented to in recordable form a "subordination, non-disturbance and attornment agreement" duly executed by the ground lessor under any such Facility Mortgage entered into by Landlord after ground lease, the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to secured party under any such Facility Mortgage which may now or hereafter affect security instrument and/or the Leased Property or beneficiary under any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination such deed of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be trust in substantially the form attached hereto as Exhibit FC. Landlord shall use its best efforts to obtain the non-disturbance agreement contemplated under Section 6(b) of that certain Deed of Trust by Landlord in favor of Harris Trust and Savings Bank dated July 28, 2000 (the "First Deed ox Xxxxt") in the form attached hereto as Exhibit C. Landlord agrees that no Landlord Mortgage shall encumber, nor shall Landlord permit any Landlord Mortgage to encumber, any Excluded Property nor shall any Excluded Property be subject or subordinate to any Landlord Mortgage and be executed by upon the from time to time request of Tenant, Landlord will use its best efforts to cause any Landlord Mortgagee to execute and deliver to Tenant as well as Landlord), which will bind such holder written confirmations of such Facility exclusion and non-subordination in substantially the form attached hereto as Exhibit D. Each Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of shall provide (i) that the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu Landlord Mortgagee shall provide copies of any notices of default by Landlord under such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Landlord Mortgage, and any Foreclosure Purchaser other notices required to be given under the Landlord Mortgage, to Tenant and each and every Leasehold Mortgagee at the addresses provided to such Landlord Mortgagee by Tenant and or any such Leasehold Mortgagee; (ii) that the Landlord Mortgagee shall disturb neither Tenant’s leasehold interest accept performance by Tenant and/or any Leasehold Mortgagee of any term, covenant, agreement, provision or possession condition of the Leased Property Deed of Trust required to be performed by Landlord under such Landlord Mortgage as though performed and observed by Landlord, provided such performance by said Tenant and/or, Leasehold Mortgagee shall occur within the time prescribed therefore in accordance with the terms hereofLandlord Mortgage, plus an additional period of thirty (30) days thereafter; provided, however, neither Tenant nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject obligated to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlordperform any term, Tenant shall promptly execute a subordinationcovenant, nondisturbance and attornment agreement, provision or condition of any Landlord Mortgage which is required to be performed by Landlord; and (iii) for the release of the Premises from such Landlord Mortgage and all other security interests in form favor of Landlord Mortgagee upon payment to Landlord Mortgagee of the lesser of (x) the outstanding amount then owed by Landlord to Landlord Mortgagee and substance substantially in secured by the form of Exhibit F Landlord Mortgage (y) the Fair Option Value or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility MortgageePut Price, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee F-1 (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit FF-2, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby Texxxx xereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Landlord Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any such Facility Landlord Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that subject to receipt of the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the SNDA (hereinafter defined). The holder of each Facility Landlord Mortgage shall execute and delivery deliver to Tenant of a customary nondisturbance and attornment agreement substantially (“SNDA”) in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, then used by Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement which shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind Landlord and Tenant, and such holder of such Facility Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) ). The SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and which provides that any Foreclosure Purchaser, shall not disturb either Tenant’s leasehold interest or possession of the Property in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease as if such Landlord Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof of this Master Lease concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVIDefault)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Landlord Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Landlord Mortgagee or prospective Facility Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver the same such amendments or modifications so long as any such amendments or modifications do not in any material respect (i) increase Tenant’s monetary obligations under this Master Lease, ; (ii) adversely increase Tenant’s non-monetary nonmonetary obligations under this Master Lease in any material respect, Lease; or (iii) diminish Tenant’s rights or remedies under this Master Lease Lease, including limiting or shortening any time periods for the payment or performance of any Tenant obligations or any notice and cure periods for any default of Tenant or limiting in any material respectmanner the right of Tenant to operate the Bank Branches in the ordinary course of its business (collectively, “Tenant Detriments”).

Landlord’s Financing. Without Within ten (10) business days after Landlord’s request, Tenant shall execute a subordination, non-disturbance and attornment agreement or other similar document, subordinating this Lease to any mortgage, deed of trust or similar instrument covering the consent Property, and providing a non-disturbance agreement in favor of Tenant, Landlord may from time all in reasonable form and substance reasonably satisfactory to timeTenant and the lender concerned. If the holder of any mortgage or deed of trust elects to have this Lease superior to the lien of its mortgage or deed of trust and gives notice of such election to Tenant, directly this Lease shall be deemed prior to such mortgage or indirectlydeed of trust, create whether such notice is given before or otherwise cause to exist after foreclosure. On any Facility Mortgage upon sale, assignment or transfer of Landlord’s interest under this Lease or in the Leased Property or any portion thereof or interest therein; providedPremises, however, if Tenant has not consented to including any such Facility Mortgage entered into by Landlord after the Commencement Datedisposition resulting from Landlord’s default under a debt obligation, Tenant’s obligations with respect thereto such sale, assignment or transfer shall be subject to the limitations set forth in Section 31.3. This Master Lease is this Lease, Tenant shall attorn to Landlord’s successors and at all times assigns and shall be subject recognize such successors or assigns as Landlord under this Lease, regardless of any absence of privity of contract, provided that such successors and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of assigns recognize this Master Lease and do not disturb Tenant’s leasehold interest hereunder use and occupancy of the Premises so long as no Tenant Default exists under this Lease. On Tenant’s request, Landlord shall use its best efforts to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of obtain a nondisturbance subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to favor of Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, current mortgage lender in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenantthe Parties and such lender, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision Tenant shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. Ifsolely responsible for any costs, expenses or fees payable in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respecttherewith.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and TenantXxxxxx’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee F-1 (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit FF-2, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure ACTIVE/119768607.18 Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of TenantTenant but subject to the terms of this Article XXXI and Section 18.2, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any CLEC Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This CLEC Master Lease is and at all times shall be subject and subordinate to any such CLEC Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this CLEC Master Lease and Tenant’s 's leasehold interest hereunder to any CLEC Facility Mortgage shall be conditioned upon the execution by the holder of each CLEC Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel C (or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement in a form otherwise reasonably acceptable to Tenant from each holder of a and the CLEC Facility Mortgage on such vessel Mortgagee or barge prior to the recording or registration of such prospective CLEC Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in as the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated belowmay be), and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such CLEC Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this CLEC Master Lease, the holder of such CLEC Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s 's leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this CLEC Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such CLEC Facility Mortgagee or Foreclosure Purchaser were the landlord under this CLEC Master Lease (it being understood that the exercise of any rights and remedies by the CLEC Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this CLEC Master Lease (including the provisions of Article XVI and Article XXXVI) if an Event of Default has occurred and is continuing at such the time such parties shall be subject to party acquires any portion of the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVILeased Property in a foreclosure or similar proceeding or in a transfer in lieu)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any CLEC Facility Mortgage for the Leased Property or any portion thereof or interest therein, a CLEC Facility Mortgagee or prospective CLEC Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such reasonable costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ ' fees, or (B) reasonable amendments or modifications to this CLEC Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s 's monetary obligations under this CLEC Master Lease, (ii) adversely increase Tenant’s 's non-monetary obligations under this CLEC Master Lease in any material respect, or (iii) diminish Tenant’s 's rights under this CLEC Master Lease in any material respect.respect or (iv) amend in any respect the provisions set forth in Section 3.4, Article X, Section 16.1, Article XXII, Section 34.1, Article XXXVI and Section 41.14 and the definitions related thereto. 100100

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). Except with respect to any such Facility Mortgage entered into financing that is not secured by Landlord after the Commencement Date, Tenantany of Landlord’s obligations assets and with respect thereto to which Landlord is not an obligor, Landlord shall be subject cause all Fee Mortgagees to execute a joinder to the limitations set forth Intercreditor Agreement in Section 31.3a form reasonably acceptable to all parties thereto. This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage hereafter made, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenantform, if any, executed by Tenant and the Facility Fee Mortgagee or prospective Facility Mortgageein connection with the Existing Fee Mortgage financing as of the Commencement Date shall be deemed to satisfy this Section). In connection with any subsequent Fee Mortgage, as a condition to the case may beFee Mortgagee holding any of the Fee Mortgage Reserve Accounts, which will incorporate the terms set forth Tenant and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. Section 31.1(a). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser Mortgage (i) shall not disturb neither either Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor or any of its rights, privileges and options, and (ii) shall give effect to this Master Lease, including permit application of all proceeds of insurance and all Awards and payments in connection with the provisions taking of Article XVII which benefit all or any Permitted Leasehold Mortgagee (as if such Facility Mortgagee portion of the Leased Property and any Tenant’s Personal Property or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including Tenant Capital Additions in accordance with the provisions of Articles XVI XIV and XXXVI))XV of this Master Lease. In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ attorneys fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) materially diminish Tenant’s rights under this Master Lease in any material respectLease.

Landlord’s Financing. Without the consent of 13.1 Tenant agrees, provided Tenant's rights under this Lease are recognized and not disturbed, upon Landlord's request, to subordinate this Lease, in written form, as shall be desired by Landlord may from time to timeand any extensions thereof, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may other method of financing or refinancing now or hereafter affect in force against the Leased Property land and/or buildings, of which the Premises are a part, or against any portion thereof or interest therein building hereafter placed upon said land, and to all renewalsadvances made, or hereafter to be made, upon the security thereof. Tenant further agrees upon Landlord's request, to execute, acknowledge and deliver to Landlord a written statement in form requested by Landlord, certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, consolidationsthat this Lease is in full force and effect as modified and stating the modification), replacementsthe dates to which all rents hereunder have been paid in advance, restatements if any, and extensions thereof that there are then existing no setoffs or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or defenses against the enforcement of remedies thereunder wouldthe agreements of this Lease on the part of tenant to be performed (or, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit if any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlordspecifying same), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed intended that Landlord shall any such statement delivered as aforesaid may be required to reimburse Tenant for all such costs and expenses so incurred relied upon by Tenantany prospective purchaser, including, but not limited to, its reasonable attorneys’ feesmortgagee or financier of the Premises, or any part thereof. If Tenant does not, within thirty (B30) reasonable amendments or modifications to this Master Lease days of Landlord's request as a condition theretoaforesaid, Xxxxxx execute and deliver such instruments, then Tenant hereby agrees irrevocably appoints Landlord as attorney‑in‑fact for Tenant with full power and authority to execute and deliver the same so long as in the name of the Tenant. 13.2 If the holder of any mortgage covering the Premises shall have given prior notice to Tenant that it is the holder of such amendments or modifications do not mortgage and such notice includes the address to which notices to such mortgagee are to be sent, then Tenant agrees to give to the said holder of such mortgage notice simultaneously with any notice given to Landlord to correct any default of Landlord and agrees that the said holder of such mortgage shall have the right, within thirty (i30) increase Tenant’s monetary obligations days after receipt of said notice, to commence correction of such default and diligently prosecute completion thereof before Tenant may take any action under this Master Lease by reason of such default. 13.3 If Landlord, or any successor in interest, shall be a non‑incorporated entity, there shall be no personal liability on any individual or member of such non‑incorporated entity in respect to any of the agreements of this Lease. Tenant shall look solely to the equity of Landlord in the leased Premises and the rents, (ii) adversely increase Tenant’s non-monetary obligations issues and profits derived therefrom for the satisfaction of the remedies of Tenant in the event of a breach by Landlord. Tenant shall, in the event of the sale or assignment of Landlord's interest in the Premises, or in the event of any proceedings brought for the foreclosure of any mortgage covering the Premises, attorn to and recognize such purchaser or mortgagee as Landlord under this Master Lease in any material respect, or (iii) diminish provided Tenant’s rights under this Master Lease are recognized and not disturbed by such mortgagee, and in any material respectsuch events, Landlord named herein shall not thereafter be liable as a Party under this Lease.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser Mortgage shall not disturb neither either Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor or any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ attorneys fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) materially and adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) materially diminish Tenant’s rights under this Master Lease in any material respectLease.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee F-1 (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit FF-2, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a ACTIVE/119970514.22 transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any one or more Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any a Facility Mortgage or any Foreclosure Purchaser shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or bargeG; provided, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Landlord, such nondisturbance subordination, non-disturbance and attornment agreement shall also incorporate subordination provisions referenced above, be executed by Tenant as contemplated below, well as Landlord and be in substantially the form attached hereto as Exhibit FG. Each such subordination, nondisturbance and be executed by Tenant as well as Landlord), which will attornment agreement shall bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property by assignment or in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”) ), and which provides shall provide that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor or any of its Tenant’s rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing continuing, at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default Default, including the provisions of Articles Article XVI and Article XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit F G or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect, (iv) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have more than a de minimis effect on the Leased Property, Tenant or Landlord, (v) result in this Lease not constituting a “true lease” or (vi) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any one or more Facility Mortgage upon the Leased Property or any portion thereof or interest therein; provided, however, if Tenant has not consented to any such Facility Mortgage entered into by Landlord after the Commencement Date, Tenant’s obligations with respect thereto shall be subject to the limitations set forth in Section 31.3. This Master Lease is and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any a Facility Mortgage or any Foreclosure Purchaser (as defined below) shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of a nondisturbance and attornment agreement an SNDA substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or bargeF-2; provided, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord, such SNDA shall be executed by Tenant as well as Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will F-2. Each such SNDA shall bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property by assignment or in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”) ), and which provides shall provide that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor or any of its Tenant’s rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing continuing, at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default Default, including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementan SNDA, in form and substance substantially in the form of Exhibit F F-2 or otherwise reasonably satisfactory to Tenant, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx Tenant hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenant’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iii) diminish Tenant’s rights under this Master Lease in any material respect, (iv) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have more than a de minimis effect on the Leased Property, Tenant or Landlord, (v) result in this Lease not constituting a “true lease” or (vi) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof.

Landlord’s Financing. Without Within ten (10) business days after Landlord’s request, Tenant shall execute a subordination, non-disturbance and attornment agreement or other similar document, subordinating this Lease to any mortgage, deed of trust or similar instrument covering the consent Property, and providing a non-disturbance agreement in favor of Tenant, Landlord may from time all in reasonable form and substance reasonably satisfactory to timeTenant and the lender concerned. If the holder of any mortgage or deed of trust elects to have this Lease superior to the lien of its mortgage or deed of trust and gives written notice of such election to Tenant, directly this Lease shall be deemed prior to such mortgage or indirectlydeed of trust, create whether such notice is given before or otherwise cause to exist after foreclosure. On any Facility Mortgage upon sale, assignment or transfer of Landlord’s interest under this Lease or in the Leased Property or any portion thereof or interest therein; providedPremises, however, if Tenant has not consented to including any such Facility Mortgage entered into by Landlord after the Commencement Datedisposition resulting from Landlord’s default under a debt obligation, Tenant’s obligations with respect thereto such sale, assignment or transfer shall be subject to this Lease, and Tenant shall attorn to Landlord’s successors and assigns and shall recognize such successors or assigns as Landlord under this Lease, regardless of any rule of law to the limitations set forth in Section 31.3. This Master Lease is contrary or absence of privity of contract, provided that such successors and at all times shall be subject and subordinate to any such Facility Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of assigns recognize this Master Lease and do not disturb Tenant’s leasehold interest hereunder use and occupancy of the Premises so long as no Tenant Default exists under this Lease. Landlord shall use its best efforts to any Facility Mortgage shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant of obtain a nondisturbance subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to favor of Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord), which will bind such holder of such Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides that so long as there is not then outstanding and continuing an Event of Default under this Master Lease, the holder of such Facility Mortgage, and any Foreclosure Purchaser shall disturb neither Tenant’s leasehold interest or possession of the Leased Property in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an Event of Default has occurred and is continuing at such time such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Event of Default including the provisions of Articles XVI and XXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement, current mortgage lender in form and substance substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenantthe Parties and such lender. Tenant shall be responsible for any costs, expenses or fees payable to such lender or such lender’s legal counsel in connection therewith up to $3,000.00, and the Facility Mortgagee or prospective Facility Mortgagee, as the case may be, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Facility Mortgage for the Leased Property or any portion thereof or interest therein, a Facility Mortgagee or prospective Facility Mortgagee shall request (A) reasonable cooperation from Tenant, Tenant shall provide the same at no cost or expense to Tenant, it being understood and agreed that Landlord shall be required responsible for any costs, expenses or fees payable to reimburse Tenant for all such costs and expenses so incurred by Tenant, including, but not limited to, its reasonable attorneys’ fees, lender or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do not (i) increase Tenantlender’s monetary obligations under this Master Lease, (ii) adversely increase Tenant’s non-monetary obligations under this Master Lease legal counsel in any material respect, or (iii) diminish Tenant’s rights under this Master Lease connection therewith in any material respectexcess of $3,000.00.

Landlord’s Financing. (a) Without the consent of TenantTenant (but subject to the remainder of this Section 31.1), Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Facility Fee Mortgage upon all of the Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest therein; provided, however, if Tenant has not consented upon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). Except with respect to any such Facility Mortgage entered into financing that is not secured by Landlord after the Commencement Date, Tenantany of Landlord’s obligations assets and with respect thereto to which Landlord is not an obligor, Landlord shall be subject cause all Fee Mortgagees to execute a joinder to the limitations set forth Intercreditor Agreement in Section 31.3a form reasonably acceptable to all parties thereto. This Master Lease is and at all times shall be subject and subordinate to any such Facility Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to any Facility new Fee Mortgage hereafter made, shall be conditioned upon the execution by the holder of each Facility Mortgage and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit E and with respect to any Facility Mortgage on any vessel or barge, Landlord shall be required to deliver such nondisturbance and attornment agreement to Tenant from each holder of a Facility Mortgage on such vessel or barge prior to the recording or registration of such Facility Mortgage on such vessel or barge in a manner that would, or the enforcement of remedies thereunder would, affect or disturb the rights of Tenant under this Master Lease or the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee, in the case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord such nondisturbance and attornment agreement shall also incorporate subordination provisions referenced above, as contemplated below, and be in substantially the form attached hereto as Exhibit F, and be executed by Tenant as well as Landlord)agreement, which will bind Tenant and such holder of such Facility Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a “Foreclosure Purchaser”) and which provides shall provide, among other things, that so long as there is not then no outstanding and continuing an Tenant Event of Default under this Master Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Facility Fee Mortgage, and any Foreclosure Purchaser shall not disturb neither Tenant’s leasehold interest or possession of the Leased Property Property, subject to and in accordance with the terms hereof, nor any of its rights, privileges and options, and shall give effect to this Master Lease, including including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Facility Fee Mortgagee or Foreclosure Purchaser were the landlord under this Master Lease (it being understood that if an a Tenant Event of Default has occurred and is continuing at such time time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI XVI, XVII and XXXVIXXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreementagreement that contains commercially reasonable provisions, terms and conditions, in form all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and substance attornment agreement substantially in the form of Exhibit F or otherwise reasonably satisfactory to Tenantform, if any, executed by Tenant and the Facility Fee Mortgagee or prospective Facility Mortgageein connection with the Existing Fee Mortgage financing as of the Commencement Date shall be deemed to satisfy this Section). In connection with any subsequent Fee Mortgage, as a condition to the case may beFee Mortgagee holding any of the Fee Mortgage Reserve Accounts, which will incorporate the terms set forth Tenant and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in the preceding sentence. Except for the documents described in the preceding sentences, this provision shall be self-operative and no further instrument of subordination shall be required to give it full force and effect. Section 31.1(a). (b) If, in connection with obtaining any Facility Fee Mortgage for the Leased Property or entering into any portion thereof or interest thereinagreement relating thereto, a Facility Mortgagee or prospective Facility Mortgagee Landlord shall request in writing (Ai) reasonable cooperation from TenantTenant or (ii) reasonable amendments or modifications to this Lease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant shall provide the same at reasonably cooperate with such request, so long as (I) no cost or expense to Tenantdefault in any material respect by Landlord beyond applicable cure periods is continuing, it being understood and agreed that Landlord shall be required to reimburse Tenant for (II) all such reasonable documented out-of-pocket costs and expenses so incurred by TenantTenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, or shall be paid by Landlord and (BIII) reasonable any requested action, including any amendments or modifications to modification of this Master Lease as a condition theretoLease, Xxxxxx hereby agrees to execute and deliver the same so long as any such amendments or modifications do shall not (ia) increase Tenant’s monetary obligations under this Master LeaseLease by more than a de minimis extent, (ii) adversely or increase Tenant’s non-monetary obligations under this Master Lease in any material respect or decrease Landlord’s obligations in any material respect, or (iiib) diminish Tenant’s rights under this Master Lease in any material respect, (c) adversely impact the value of the Leased Property by more than a de minimis extent or otherwise have a more than de minimis adverse effect on the Leased Property, Tenant or Landlord, (d) result in this Lease not constituting a “true lease”, or (e) result in a default under any Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the provisions, terms and conditions of Section 31.1 hereof. (c) To secure Landlord’s obligations under any Fee Mortgage, including the Existing Fee Mortgage, Landlord shall have the right to collaterally assign to Fee Mortgagee, all rights title and interest of Landlord in and under this Lease, including in the Tenant’s Pledged Property.