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 Landlord Mortgage upon the Demised Premises or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Mortgage which may now or hereafter affect the 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, subject to receipt of the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute and deliver to Tenant a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the 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 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, 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Default). If, in connection with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner 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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 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 direct or indirect Equity Interests in Landlord (collectively, “Other Collateral”, and each of the foregoing instruments and documents, together with any Landlord Mortgage upon the Demised Premises Mortgage, collectively, “Landlord Financing Documents”), in each case in favor of any mortgage lender, mezzanine lender or any portion thereof other holder of Indebtedness of Landlord or interest thereinits Affiliates from time to time (each, a “Landlord Lender”). This Master Lease is is, and at all times shall automatically and without any requirement for any further action be be, subject and subordinate to the lien liens of any Landlord Mortgage which Financing Documents that may now or hereafter affect the all or any portion of any Demised Premises or any portion thereof or interest therein this Lease and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof, subject to receipt of the SNDA (hereinafter defined). The holder of in each case provided that such Landlord Mortgage shall execute and deliver to Tenant Financing Documents, or a nondisturbance separate subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit C with such Landlord Lender (an “SNDA”) in substantially the form and substance of Exhibit H attached hereto (the “Approved SNDA Form”) or otherwise in form and substance reasonably satisfactory to Tenant, expressly provides for the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlord, which will bind Landlord recognition of this Lease and Tenant, and such holder of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of ’s rights hereunder with respect to each individual Property forming the Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises (eachhereunder, 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 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, 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Defaultreasonably requested by Tenant). If, in connection with obtaining any Landlord Mortgage for the Demised Premises with respect to all or any portion thereof or interest thereinof any Demised Premises, a any Landlord Mortgagee or prospective Landlord Mortgagee shall request (Ai) reasonable Tenant’s cooperation from Tenant, and/or (Bii) Tenant’s execution, acknowledgement and delivery of any reasonable amendments or modifications of or to this Master Lease as a condition theretoLease, then Tenant hereby agrees to shall reasonably cooperate in connection therewiththerewith and execute, and to execute acknowledge and deliver such amendments or modifications so long as any such amendments or modifications (as applicable) so long as such amendments or modifications (as applicable) do not not, individually or in any material respect (i) the aggregate, increase Tenant’s monetary duties, obligations under this Master Lease; (ii) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish liabilities, or decrease Tenant’s rights under, this Lease or remedies under this Master Lease, including without limitation limiting or shortening any time periods Property Documents other than to a de minimis extent. Landlord covenants for the payment or performance of any Tenant obligations or any notice and cure periods for any default benefit of Tenant or limiting that there is no Landlord Mortgage in any manner effect on the right date of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)this Lease.

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 time, directly Tenant and the lender concerned. If the holder of any mortgage or indirectly, create or otherwise cause deed of trust elects to exist any Landlord Mortgage upon the Demised Premises or any portion thereof or interest therein. This Master have this Lease is and at all times shall automatically and without further action be subject and subordinate superior to the lien of its mortgage or deed of trust and gives written notice of such election to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether such notice is given before or after foreclosure. On any Landlord Mortgage which may now sale, assignment or hereafter affect the Demised Premises or any portion thereof or transfer of Landlord’s interest therein and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof, subject to receipt of the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute and deliver to Tenant a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) under this Lease or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectsPremises, which shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu of including any such foreclosure disposition resulting from Landlord’s default under a debt obligation, such sale, assignment or a successor owner of the 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 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, it being understood that if an Event of Default has occurred and is continuing at such time such parties 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 terms contrary or absence of privity of contract, provided that such successors and provisions assigns recognize this Lease and do not disturb Tenant’s use and occupancy of the Premises so long as no Tenant Default exists under this Master Lease concerning Lease. Landlord shall use its best efforts to obtain a subordination, non-disturbance and attornment agreement in favor of Tenant from Landlord’s current mortgage lender in form and substance reasonably satisfactory to the exercise of rights Parties and remedies upon such Event of Default). Iflender, in connection with obtaining and Tenant shall be solely responsible for any Landlord Mortgage for the Demised Premises costs, expenses or any portion thereof fees payable to such lender or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate such lender’s legal counsel in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”).

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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or transferred) (or upon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). Except with respect to any portion thereof or interest thereinfinancing that is not secured by any of Landlord’s assets and with respect to which Landlord is not an obligor, Landlord shall cause all Fee Mortgagees to execute a joinder to the Intercreditor Agreement in a form reasonably acceptable to all parties thereto. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage hereafter made, shall be conditioned upon the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and attornment agreement substantially in the form, if any, executed by Tenant and the Fee Mortgagee in connection with obtaining the Existing Fee Mortgage financing as of the Commencement Date shall be deemed to satisfy this Section). In connection with any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinsubsequent Fee Mortgage, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition theretoto the Fee Mortgagee holding any of the Fee Mortgage Reserve Accounts, Tenant hereby agrees to reasonably cooperate and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section 31.1(a).

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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) or in a form otherwise reasonably acceptable to Tenant and the customary form then used by Landlord Facility Mortgagee which is substantially similar thereto in all material respectsor prospective Facility Mortgagee, which shall also be as the case may be), and executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 the exercise of Default has occurred any rights and is continuing at such time such parties remedies by the Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this Master Lease concerning (including the exercise provisions of rights Article XVI and remedies upon such Article XXXVI) if an Event of DefaultDefault has occurred and is continuing at the time such 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 self-operative and no further instrument of subordination shall be required to give it full force and effect. If, in connection with obtaining any Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; or Lease in any material respect, (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner material respect or (iv) amend in any respect the right of Tenant to operate 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 Stores in the ordinary course of its business (collectively, “Tenant Detriments”)definitions related thereto.

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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage hereafter made, shall be conditioned upon the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person Person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in connection all events complying with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinthis Section 31.1 (it being understood that a subordination, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, non-disturbance and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores attornment agreement substantially in the ordinary course form executed by Jazz Casino Company, L.L.C., Xxxxxx’x New Orleans LLC and the “Fee Mortgagee” (as defined in the Regional Lease) under the “Existing Fee Mortgage” (as defined in the Regional Lease) with respect to the “Leased Property (HNO)” (as defined in the Regional Lease) as of its business the Second Amendment Date (collectively, “Tenant Detriments”a copy of which is attached as Exhibit O hereto) shall be deemed to satisfy this Section).

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein; provided, however, except as may be expressly consented to by Tenant, 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage hereafter made, shall be conditioned and occur only upon the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which that is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordreasonably acceptable to Tenant, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions and that is reasonably acceptable to Tenant and Landlord, in all events complying with this Section 31.1. In connection with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinsubsequent Fee Mortgage, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition theretoto the Fee Mortgagee holding any Fee Mortgage Reserve Accounts, Tenant hereby agrees to reasonably cooperate and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section 31.1(a).

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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or transferred) (or upon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). Except with respect to any portion thereof or interest thereinfinancing that is not secured by any of Landlord’s assets and with respect to which Landlord is not an obligor, Landlord shall cause all Fee Mortgagees to execute a joinder to the Intercreditor Agreement in a form reasonably acceptable to all parties thereto. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage made after the SNDA (hereinafter defined). The holder of each Landlord Mortgage date hereof, shall execute be conditioned upon the execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and attornment agreement substantially in the form executed by Tenant and the Fee Mortgagee in connection with obtaining the Existing Fee Mortgage shall be deemed to satisfy this Section). In connection with any Landlord subsequent Fee Mortgage for after the Demised Premises or any portion thereof or interest thereindate hereof, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition theretoto the Fee Mortgagee holding any of the Fee Mortgage Reserve Accounts, Tenant hereby agrees to reasonably cooperate and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section 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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C F-1 (“SNDA”) or in provided that upon the customary form then used by request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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-2, and be executed by Tenant as well as Landlord), which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 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 direct or indirect Equity Interests in Landlord (collectively, “Other Collateral”, and each of the foregoing instruments and documents, together with any Landlord Mortgage upon the Demised Premises Mortgage, collectively, “Landlord Financing Documents”), in each case in favor of any mortgage lender, mezzanine lender or any portion thereof other holder of Indebtedness of Landlord or interest thereinits Affiliates from time to time (each, a “Landlord Lender”). This Master Lease is is, and at all times shall automatically and without any requirement for any further action be be, subject and subordinate to the lien liens of any Landlord Mortgage which Financing Documents that may now or hereafter affect the all or any portion of any Demised Premises or any portion thereof or interest therein this Lease and to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof, subject to receipt of the SNDA (hereinafter defined). The holder of in each case provided that such Landlord Mortgage shall execute and deliver to Tenant Financing Documents, or a nondisturbance separate subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit C with such Landlord Lender (an “SNDA”) in substantially the form and substance of Exhibit H attached hereto (the “Approved SNDA Form”) or otherwise in form and substance reasonably satisfactory to Tenant, expressly provides for the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlord, which will bind Landlord recognition of this Lease and Tenant, and such holder of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of ’s rights hereunder with respect to each individual Property forming the Demised Premises in hereunder, unless a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the 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 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 Major Event of Default under this Master Leasehas occurred and is continuing hereunder or, it being understood that if with respect to an individual Property, 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Defaultreasonably requested by Tenant). If, in connection with obtaining any Landlord Mortgage for the Demised Premises with respect to all or any portion thereof or interest thereinof any Demised Premises, a any Landlord Mortgagee or prospective Landlord Mortgagee shall request (Ai) reasonable Tenant’s cooperation from Tenant, and/or (Bii) Tenant’s execution, acknowledgement and delivery of any reasonable amendments or modifications of or to this Master Lease as a condition theretoLease, then Tenant hereby agrees to shall reasonably cooperate in connection therewiththerewith and execute, and to execute acknowledge and deliver such amendments or modifications so long as any such amendments or modifications (as applicable) so long as such amendments or modifications (as applicable) do not not, individually or in any material respect (i) the aggregate, increase Tenant’s monetary duties, obligations under this Master Lease; (ii) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish liabilities, or decrease Tenant’s rights under, this Lease or remedies under this Master Lease, including without limitation limiting or shortening any time periods Property Documents other than to a de minimis extent. Landlord covenants for the payment or performance of any Tenant obligations or any notice and cure periods for any default benefit of Tenant or limiting that there is no Landlord Mortgage in any manner effect on the right date of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)this Lease.

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 Landlord Mortgage upon security instrument) which first encumbers the Demised Premises or any portion thereof or interest therein. This Master Lease is after February 18, 2000, other than the First Deed of Trust, unless and at all times shall automatically and without further action be subject and subordinate to the lien of any until Landlord Mortgage which may now or hereafter affect the 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, subject to receipt of the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute and deliver delivers to Tenant in recordable form a nondisturbance "subordination, non-disturbance and attornment agreement" duly executed by the ground lessor under any such ground lease, the secured party under any such security instrument and/or the beneficiary under any such deed of trust in substantially the form attached hereto as Exhibit C. Landlord shall use its best efforts to obtain the non-disturbance agreement substantially 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 (“SNDA”) 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 in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such subordinate to any Landlord Mortgage and upon the from time to time request of Tenant, Landlord will use its successors best efforts to cause any Landlord Mortgagee to execute and assigns deliver to Tenant such written confirmations of such exclusion and non-subordination in substantially the form attached hereto as well as any person who acquires any portion of Exhibit D. Each Landlord Mortgage shall provide (i) that the Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu Landlord Mortgagee shall provide copies of any such foreclosure or a successor owner notices of the Demised Premises (each, a “Foreclosure Purchaser”). The SNDA shall provide that in the event of any foreclosure default by Landlord under the Landlord Mortgage, the holder of such Landlord Mortgage, and any Foreclosure Purchaserother notices required to be given under the Landlord Mortgage, shall not disturb either Tenant’s leasehold interest or possession of to Tenant and each and every Leasehold Mortgagee at the Demised Premises in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect addresses provided 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 by Tenant and continuing an Event of Default 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Default). If, in connection with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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 LeaseLeasehold Mortgagee; (ii) increase Tenant’s nonmonetary obligations that the Landlord Mortgagee shall accept performance by Tenant and/or any Leasehold Mortgagee of any term, covenant, agreement, provision or condition of the Deed of Trust required to be performed by Landlord under this Master Leasesuch 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 the Landlord Mortgage, plus an additional period of thirty (30) days thereafter; provided, however, neither Tenant nor any Leasehold Mortgagee shall be obligated to perform any term, covenant, agreement, provision or condition of any Landlord Mortgage which is required to be performed by Landlord; and (iii) diminish Tenant’s rights or remedies under this Master Lease, including without limitation limiting or shortening any time periods for the release of the Premises from such Landlord Mortgage and all other security interests in 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 secured by the Landlord Mortgage (y) the Fair Option Value or performance of any Tenant obligations or any notice and cure periods for any default of Tenant or limiting in any manner Put Price, as the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)case may be.

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 Landlord Fee Mortgage upon (i) all of the Demised Premises 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 thereintransferred) (or upon interests in Landlord (or the applicable fee owning Landlord entity with respect to an individual Facility) which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises Leased Property or any portion thereof or 157 interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage made after the SNDA (hereinafter defined). The holder of each Landlord Mortgage Commencement Date, shall execute be conditioned upon the execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person Person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in connection all events complying with obtaining any Landlord Mortgage for this Section 31.1 (it being understood that a subordination, non-disturbance and attornment agreement substantially in the Demised Premises or any portion thereof or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from form executed by CPLV Tenant, and/or CPLV Landlord and the Fee Mortgagee under the Existing Fee Mortgage with respect to the Leased Property (BCPLV) reasonable amendments or modifications 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 Fee Mortgagee as of the Second Amendment Date (a copy of which is attached hereto as Exhibit O), shall be deemed to satisfy this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section).

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C E (“SNDA”) or in provided that upon the customary form then used by request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 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 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein; provided, however, except as may be expressly consented to by Tenant, 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, except with respect to receipt 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 SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Txxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage hereafter made, shall be conditioned and occur only upon the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which that is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordreasonably acceptable to Tenant, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions and that is reasonably acceptable to Tenant and Landlord, in all events complying with this Section 31.1. In connection with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinsubsequent Fee Mortgage, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition theretoto the Fee Mortgagee holding any Fee Mortgage Reserve Accounts, Tenant hereby agrees to reasonably cooperate and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section 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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Xxxxxx’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C F-1 (“SNDA”) or in provided that upon the customary form then used by request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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-2, and be executed by Tenant as well as Landlord), which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby Texxxx xereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Mortgage upon the Demised Premises Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Mortgage which may now or hereafter affect the Demised Premises 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, subject to receipt of the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute and deliver to Tenant a customary nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectsMortgagee, which shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises 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 any Foreclosure Purchaser, shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises 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, 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Default). If, in connection with obtaining any Landlord Mortgage for the Demised Premises Property or any portion thereof or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores Bank Branches 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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt 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 SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 would not, or the enforcement of remedies thereunder would 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 customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectscase 103 of any Permitted Leasehold Mortgagee; provided, which that upon the request of Landlord, such subordination, nondisturbance and attornment agreement shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenantbe in substantially the form attached hereto as Exhibit F-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Each such subordination, nondisturbance and attornment agreement shall bind such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”). The SNDA ) and which shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Facility 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) 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 amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)attorneys’ fees.

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 Landlord Facility Mortgage upon the Demised Premises Leased 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 14.3. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises Leased 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance non-disturbance and attornment agreement (the “NDA”) substantially in the form attached hereto as Exhibit C (“SNDA”) or in a form otherwise reasonably acceptable to the customary form then used by Landlord Facility Mortgagee which is substantially similar thereto in all material respectsor prospective Facility Mortgagee, which shall also be as the case may be), and executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Assets in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Assets (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event so long as there is not then any outstanding and continuing an Event of any foreclosure Default under the Landlord Mortgagethis Master Lease, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either neither Tenant’s leasehold interest or possession of the Demised Premises Leased Assets in accordance with the terms hereof, nor any of Tenant’s its rights, privileges and options, and shall give effect to this Master Lease (as if such Landlord Facility 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, it being understood that if an Event the exercise of Default has occurred any rights and is continuing at such time such parties remedies by the Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this Master Lease concerning the exercise of rights and remedies upon such if an Event of DefaultDefault has occurred and is continuing at the time such Party acquires any portion of the Leased Assets 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 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 Landlord Facility Mortgage for the Demised Premises Leased Assets or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request request: (Aa) reasonable cooperation from Tenant, and/or 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 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same so long as any such amendments or modifications do not in any material respect not: (i) increase Tenant’s monetary obligations under this Master Lease; (ii) adversely increase Tenant’s nonmonetary non-monetary obligations under this Master LeaseLease in any material respect; or (iii) diminish Tenant’s rights or remedies under this Master Lease, including without limitation limiting and/or Tenant’s access or shortening any time periods for use of the payment or performance of any Tenant obligations or any notice and cure periods for any default of Tenant or limiting Leased Assets, in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt 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 SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 would not, or the enforcement of remedies thereunder would 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 customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectscase of any Permitted Leasehold Mortgagee; provided, which that upon the request of Landlord, such subordination, nondisturbance and attornment agreement shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenantbe in substantially the form attached hereto as Exhibit F-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Each such subordination, nondisturbance and attornment agreement shall bind such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”). The SNDA ) and which shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including the provisions of Article XVII 92 which benefit any Permitted Leasehold Mortgagee (as if such Landlord Facility 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) 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 amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)attorneys’ fees.

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Landlord one or more Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of a Facility Mortgage or any Foreclosure Purchaser (as defined below) shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant a nondisturbance and attornment agreement of an SNDA substantially in the form attached hereto as Exhibit C (“SNDA”) or in F-2; provided, that upon the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectsrequest of Landlord, which such SNDA shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and be in substantially the form attached hereto as Exhibit F-2. Each such SNDA shall bind such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”). The SNDA , and which shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Facility 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, 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 of this Master Lease 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 an SNDA, in form and substance substantially in the form of Exhibit 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect or decrease Landlord’s obligations in any material respect, (iii) diminish Tenant’s rights or remedies under this Master LeaseLease in any material respect, including without limitation limiting (iv) adversely impact the value of the Leased Property by more than a de minimis extent or shortening any time periods for otherwise have more than a de minimis effect on the payment or performance of any Tenant obligations or any notice and cure periods for any default of Leased Property, Tenant or limiting Landlord, (v) result in this Lease not constituting a “true lease” or (vi) result in a default under any manner Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the right provisions, terms and conditions of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C E (“SNDA”) or in provided that upon the customary form then used by request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 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 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt 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 SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 would not, or the enforcement of remedies thereunder would 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 customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectscase of any Permitted Leasehold Mortgagee; provided, which that upon the request of Landlord, such subordination, nondisturbance and attornment agreement shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenantbe in substantially the form attached hereto as Exhibit F-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Each such subordination, nondisturbance and attornment agreement shall bind such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”). The SNDA ) and which shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Facility 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) 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 amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)attorneys’ fees.

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 Landlord CLEC Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This CLEC Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such CLEC Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this CLEC Master Lease and Tenant's leasehold interest hereunder to receipt of any CLEC Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord CLEC Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) or in a form otherwise reasonably acceptable to Tenant and the customary form then used by Landlord CLEC Facility Mortgagee which is substantially similar thereto in all material respectsor prospective CLEC Facility Mortgagee, which shall also be as the case may be), and executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord CLEC Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 CLEC Master Lease, the holder of such CLEC 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 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 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Default)effect. If, in connection with obtaining any Landlord CLEC Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord CLEC Facility Mortgagee or prospective Landlord CLEC Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same so long as any such amendments or modifications do not in any material respect (i) increase Tenant’s 's monetary obligations under this CLEC Master Lease; , (ii) adversely increase Tenant’s nonmonetary 's non-monetary obligations under this CLEC Master Lease; or Lease in any material respect, (iii) diminish Tenant’s 's rights or remedies under this CLEC Master 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 Lease in any manner material respect or (iv) amend in any respect the right of Tenant to operate 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 Stores in the ordinary course of its business (collectively, “Tenant Detriments”).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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments Tenant shall provide the same at no cost or modifications expense to this Master Lease as a condition theretoTenant, it being understood and agreed that Landlord shall be required to reimburse Tenant hereby agrees to reasonably cooperate in connection therewithfor all such costs and expenses so incurred by Tenant, and to execute and deliver such amendments or modifications so long as any such amendments or modifications do including, but not in any material respect (i) increase Tenant’s monetary obligations under this Master Lease; (ii) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master Leaselimited to, 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”).91 ACTIVE/103726432.5 US-DOCS\116344257.8

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 Landlord ILEC Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This ILEC Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such ILEC Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this ILEC Master Lease and Tenant’s 100100 leasehold interest hereunder to receipt of any ILEC Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord ILEC Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) or in a form otherwise reasonably acceptable to Tenant and the customary form then used by Landlord ILEC Facility Mortgagee which is substantially similar thereto in all material respectsor prospective ILEC Facility Mortgagee, which shall also be as the case may be), and executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord ILEC Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 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 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Default)effect. If, in connection with obtaining any Landlord ILEC Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord an ILEC Facility Mortgagee or prospective Landlord ILEC Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same so long as any such amendments or modifications do not in any material respect (i) increase Tenant’s monetary obligations under this ILEC Master Lease; , (ii) adversely increase Tenant’s nonmonetary non-monetary obligations under this ILEC Master Lease; or Lease in any material respect, (iii) diminish Tenant’s rights or remedies 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. Attornment . 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, including without limitation limiting or shortening any time periods for the payment or performance of any Tenant (ii) adversely increases Tenant’s non-monetary obligations or any notice and cure periods for any default of Tenant or limiting under this ILEC Master Lease in any manner material respect, (iii) diminishes Tenant’s rights under this ILEC Master Lease in any material respect or (iv) amends in any respect the right of Tenant to operate the Stores provisions set forth in the ordinary course of its business (collectivelySection 3.4, “Tenant Detriments”).Article X, Section 16.1, Article XXII, Section 101101

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto which provides that so long as Exhibit C (“SNDA”) or in the customary form there is not then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder outstanding an Event of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises (each, a “Foreclosure Purchaser”). The SNDA shall provide that in the event of any foreclosure Default under the Landlord Mortgagethis Master Lease, the holder of such Landlord Mortgage, and any Foreclosure Purchaser, Facility Mortgage (i) shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s its rights, privileges and options, and (ii) shall give effect to this Master Lease as if such Landlord Mortgagee permit application of all proceeds of insurance and all Awards and payments in connection with the taking of all or Foreclosure Purchaser were any portion of the landlord under this Master Lease (so long as there is not then outstanding Leased Property and continuing an Event any Tenant’s Personal Property or Tenant Capital Additions in accordance with the provisions of Default under Articles XIV and XV of this Master Lease. In connection with the foregoing and at the request of Landlord, it being understood that if an Event of Default has occurred Tenant shall promptly execute a subordination, nondisturbance and is continuing at such time such parties attornment agreement, in form and substance reasonably satisfactory to Tenant, which will incorporate the terms set forth in the preceding sentence. 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 of this Master Lease concerning the exercise of rights and remedies upon such Event of Default)effect. If, in connection with obtaining any Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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) materially and adversely increase Tenant’s nonmonetary non-monetary obligations under this Master Lease; Lease or (iii) materially diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”).

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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage made after the SNDA (hereinafter defined). The holder of each Landlord Mortgage Commencement Date, shall execute be conditioned upon the execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof 141 concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in all events complying with this Section 31.1 (it being understood that a subordination, non-disturbance and attornment agreement substantially in the form executed by Tenant and the Fee Mortgagee as of the Commencement Date, after giving effect to the amendment thereto executed as of the Amendment Date, shall be deemed to satisfy this Section). (b) If, in connection with obtaining any Fee Mortgage or entering into any agreement relating thereto, Landlord Mortgage for the Demised Premises or any portion thereof or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request in writing (Ai) reasonable cooperation from Tenant, and/or Tenant or (Bii) reasonable amendments or modifications to this Master Lease as a condition theretoLease, in each case required to comply with any reasonable request made by Fee Mortgagee, Tenant hereby agrees to shall reasonably cooperate in connection therewithwith such request, and to execute and deliver such amendments or modifications so long as any such amendments or modifications do not (I) no default in any material respect by Landlord beyond applicable cure periods is continuing, (iII) all reasonable documented out-of-pocket costs and expenses incurred by Tenant in connection with such cooperation, including, but not limited to, its reasonable documented attorneys’ fees, shall be paid by Landlord and (III) any requested action, including any amendments or modification of this Lease, shall not (a) increase Tenant’s monetary obligations under this Master Lease; (ii) Lease by more than a de minimis extent, or increase Tenant’s nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect or decrease Landlord’s obligations in any material respect, (iiib) diminish Tenant’s rights or remedies under this Master LeaseLease 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 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 manner Existing Fee Mortgage, Landlord shall have the right to collaterally assign to Fee Mortgagee, all rights title and interest of Tenant to operate the Stores Landlord in the ordinary course of its business (collectively, “Tenant Detriments”).and under this Lease. 31.2

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 customary form then used by case of any Permitted Leasehold Mortgagee (provided that upon the request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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 Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 Xxxxxx’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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant's leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C C-1 (“SNDA”) or in a form otherwise reasonably acceptable to Tenant and the customary form then used by Landlord Facility Mortgagee which is substantially similar thereto in all material respectsor prospective Facility Mortgagee, which shall also be as the case may be), and executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “"Foreclosure Purchaser”). The SNDA shall provide ") and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 the exercise of Default has occurred any rights and is continuing at such time such parties remedies by the Facility Mortgagee or Foreclosure Purchaser shall be subject to the terms and provisions of this Master Lease concerning (including the exercise provisions of rights Article XVI and remedies upon such Article XXXVI) if an Event of DefaultDefault has occurred and is continuing at the time such 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 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, nondisturbance and attornment agreement, in form and substance substantially in the form of Exhibit 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. If, in connection with obtaining any Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request request: (A) reasonable cooperation from Tenant, and/or 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 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same so long as any such amendments or modifications do not in any material respect not: (i) increase Tenant’s 's monetary obligations under this Master Lease; (ii) adversely increase Tenant’s nonmonetary 's non-monetary obligations under this Master LeaseLease in any material respect; or (iii) diminish Tenant’s 's rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C F-1 (“SNDA”) or in provided that upon the customary form then used by request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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-2, and be executed by Tenant as well as Landlord), which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Xxxxxx’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C F-1 (“SNDA”) or in provided that upon the customary form then used by request of Landlord Mortgagee which is substantially similar thereto in all material respects, which 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-2, and be executed by Tenant as well as Landlord), which will bind Landlord and Tenant, and such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”). The SNDA shall provide ) and which provides that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Mortgage, and 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 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant Xxxxxx hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect, or (iii) diminish Tenant’s rights or remedies under this Master 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 Lease in any manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage made after the SNDA (hereinafter defined). The holder of each Landlord Mortgage Commencement Date, shall execute be conditioned upon the execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in connection all events complying with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinthis Section 31.1 (it being understood that a subordination, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, non-disturbance and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores attornment agreement substantially in the ordinary course form executed by Tenant and the Fee Mortgagee as of its business (collectivelythe Commencement Date, “Tenant Detriments”after giving effect to the amendment thereto executed as of the Amendment Date, shall be deemed to satisfy this Section).

Landlord’s Financing. Without the consent of Tenant, Landlord may from time to time, directly or indirectly, create or otherwise cause to exist any Landlord one or more Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of a Facility Mortgage or any Foreclosure Purchaser shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) or in G; provided, that upon the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectsrequest of Landlord, which such subordination, non-disturbance and attornment agreement shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenantbe in substantially the form attached hereto as Exhibit G. Each such subordination, nondisturbance and attornment agreement shall bind such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”). The SNDA , and which shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Facility 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of Default, including the provisions of 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 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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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 nonmonetary non-monetary obligations under this Master Lease; Lease in any material respect or decrease Landlord’s obligations in any material respect, (iii) diminish Tenant’s rights or remedies under this Master LeaseLease in any material respect, including without limitation limiting (iv) adversely impact the value of the Leased Property by more than a de minimis extent or shortening any time periods for otherwise have more than a de minimis effect on the payment or performance of any Tenant obligations or any notice and cure periods for any default of Leased Property, Tenant or limiting Landlord, (v) result in this Lease not constituting a “true lease” or (vi) result in a default under any manner Permitted Leasehold Mortgage. The foregoing is not intended to vitiate or supersede the right provisions, terms and conditions of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”)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 Landlord Facility Mortgage upon the Demised Premises 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 Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt of any Facility Mortgage shall be conditioned upon the SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a nondisturbance and attornment agreement substantially in the form attached hereto which provides that so long as Exhibit C (“SNDA”) or in the customary form there is not then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenant, and such holder outstanding an Event of such Landlord Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises (each, a “Foreclosure Purchaser”). The SNDA shall provide that in the event of any foreclosure Default under the Landlord Mortgagethis Master Lease, the holder of such Landlord Mortgage, and any Foreclosure Purchaser, Facility Mortgage shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s its rights, privileges and options. In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and shall give effect attornment agreement, in form and substance reasonably satisfactory to Tenant, which will incorporate the terms set forth in the preceding sentence. Except for the documents described in the preceding sentences, 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, it being understood that if an Event of Default has occurred and is continuing at such time such parties provision shall be subject self-operative and no further instrument of subordination shall be required to the terms give it full force and provisions of this Master Lease concerning the exercise of rights and remedies upon such Event of Default)effect. If, in connection with obtaining any Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or 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, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver such amendments or modifications the same 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) materially and adversely increase Tenant’s nonmonetary non-monetary obligations under this Master Lease; Lease or (iii) materially diminish Tenant’s rights or remedies under this Master 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 manner 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 Landlord Facility Mortgage upon the Demised Premises Leased Property or any portion thereof or interest therein. This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord such Facility Mortgage which may now or hereafter affect the Demised Premises Leased Property or any portion thereof or interest therein and to all renewals, 104 modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, subject however, that the subjection and subordination of this Master Lease and Tenant’s leasehold interest hereunder to receipt 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 SNDA (hereinafter defined). The execution by the holder of each Landlord Facility Mortgage shall execute and deliver delivery to Tenant of a subordination, nondisturbance and attornment agreement substantially in the form attached hereto as Exhibit C (“SNDA”) 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 would not, or the enforcement of remedies thereunder would 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 customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respectscase of any Permitted Leasehold Mortgagee; provided, which that upon the request of Landlord, such subordination, nondisturbance and attornment agreement shall also be executed by Tenant as well as Landlord, which will bind Landlord and Tenantbe in substantially the form attached hereto as Exhibit F-2 or as otherwise satisfactory to Tenant and the Facility Mortgagee. Each such subordination, nondisturbance and attornment agreement shall bind such holder of such Landlord Facility Mortgage and its successors and assigns as well as any person who acquires any portion of the Demised Premises 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 Demised Premises Leased Property as well as their respective successors and assigns (each, a “Foreclosure Purchaser”). The SNDA ) and which shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Facility Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property in accordance with the terms hereof, nor or any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Facility 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Event of DefaultDefault 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-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 Landlord Facility Mortgage for the Demised Premises Leased Property or any portion thereof or interest therein, a Landlord Facility Mortgagee or prospective Landlord Facility Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) 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 amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”).attorneys’ fees. 105

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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any 154 other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage hereafter made, shall be conditioned and occur only upon the SNDA (hereinafter defined). The holder of each Landlord Mortgage shall execute execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which that is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordreasonably acceptable to Tenant, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions and that is reasonably acceptable to Tenant and Landlord, in all events complying with this Section 31.1. In connection with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinsubsequent Fee Mortgage, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition theretoto the Fee Mortgagee holding any Fee Mortgage Reserve Accounts, Tenant hereby agrees to reasonably cooperate and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section 31.1(a).

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 Landlord Fee Mortgage upon all of the Demised Premises Leased Property (other than de minimis portions thereof that are not capable of being assigned or any portion thereof transferred) (or interest thereinupon interests in Landlord which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage made after the SNDA (hereinafter defined). The holder of each Landlord Mortgage Commencement Date, shall execute be conditioned upon the execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof 141 concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in connection all events complying with obtaining any Landlord Mortgage for the Demised Premises or any portion thereof or interest thereinthis Section 31.1 (it being understood that a subordination, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from Tenant, and/or (B) reasonable amendments or modifications to this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, non-disturbance and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores attornment agreement substantially in the ordinary course form executed by Tenant and the Fee Mortgagee as of its business (collectivelythe Commencement Date, “Tenant Detriments”after giving effect to the amendment thereto executed as of the Amendment Date, shall be deemed to satisfy this Section).

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 Landlord Fee Mortgage upon (i) all of the Demised Premises 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 thereintransferred) (or upon interests in Landlord (or the applicable fee owning Landlord entity with respect to an individual Facility) which are pledged pursuant to a mezzanine loan or similar financing arrangement). This Master Lease is and at all times shall automatically and without further action be subject and subordinate to the lien of any Landlord Existing Fee Mortgage and any other Fee Mortgage which may now or hereafter affect the Demised Premises 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, subject however, that the subordination of this Lease and Tenant’s leasehold interest hereunder to receipt of any new Fee Mortgage made after the SNDA (hereinafter defined). The holder of each Landlord Mortgage Commencement Date, shall execute be conditioned upon the execution and deliver 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 C (“SNDA”) or in the customary form then used by Landlord Mortgagee which is substantially similar thereto in all material respects, which shall also be executed by Tenant as well as Landlordagreement, which will bind Landlord and Tenant, Tenant and such holder of such Landlord Mortgage Fee Mortgagee and its successors and assigns as well as any person Person who acquires any portion of the Demised Premises Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Demised Premises Leased Property (each, a “Foreclosure Purchaser”) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this 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 SNDA shall provide that in the event of any foreclosure under the Landlord Mortgage, the holder of such Landlord Fee Mortgage, and any Foreclosure Purchaser, Purchaser shall not disturb either Tenant’s leasehold interest or possession of the Demised Premises Leased Property, subject to and in accordance with the terms hereof, nor any of Tenant’s rights, privileges and options, and shall give effect to this Master Lease Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Landlord Fee 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, 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 of this Master Lease hereof concerning the exercise of rights and remedies upon such Tenant Event of DefaultDefault including the provisions of Articles XVI, XVII and XXVI)). IfIn connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in connection all events complying with obtaining any Landlord Mortgage for this Section 31.1 (it being understood that a subordination, non-disturbance and attornment agreement substantially in the Demised Premises or any portion thereof or interest therein, a Landlord Mortgagee or prospective Landlord Mortgagee shall request (A) reasonable cooperation from form executed by CPLV Tenant, and/or CPLV Landlord and the Fee Mortgagee under the Existing Fee Mortgage with respect to the Leased Property (BCPLV) reasonable amendments or modifications 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 Fee Mortgagee as of the Second Amendment Date (a copy of which is attached hereto as Exhibit O), shall be deemed to satisfy this Master Lease as a condition thereto, Tenant hereby agrees to reasonably cooperate in connection therewith, and to execute and deliver 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) increase Tenant’s nonmonetary obligations under this Master Lease; or (iii) diminish Tenant’s rights or remedies under this Master 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 manner the right of Tenant to operate the Stores in the ordinary course of its business (collectively, “Tenant Detriments”Section).