Common use of Financing for Permitted Capital Improvements and Additional Lines Clause in Contracts

Financing for Permitted Capital Improvements and Additional Lines. (i) Except as set forth in Section 10.1(d)(ii), Tenant shall at all times have the right to finance any Permitted Capital Improvements and Additional Lines with a third party, regardless of whether the same are Separable Additions or Non-Separable Additions, without Landlord’s consent; provided, however, that Tenant will notify Landlord in advance of entering into any such financing secured by a Lien on such Permitted Capital Improvements and Additional Lines (as applicable) and give Landlord an opportunity to make a proposal (non-binding on Tenant) to pay for, and engage Tenant as Landlord’s construction agent for, such Permitted Capital Improvements and Additional Lines (as applicable). If requested by Tenant, Landlord agrees to cooperate in good faith with Tenant in the financing of any such Permitted Capital Improvements and Additional Lines (as applicable) that Tenant deems to be necessary or desirable for the operation of the Leased Property or the Tenant Other Activities. (ii) If Tenant or any of its Affiliates seeks third-party financing for an Additional Line to connect oil platform WD 30J and the Grand Isle terminal facility (the “Planned Additional Line”), then, in accordance with this Section 10.1(d)(ii), Tenant shall provide Landlord the right to offer to finance the Planned Additional Line, including under an arrangement whereby the Planned Additional Line would become either (x) part of the Leased Property under this Lease, with an increase in Base Rent, or (y) the leased property under a separate lease agreement between Landlord and Tenant. (A) Promptly after Tenant or any of its Affiliates determines to seek third-party financing of the Planned Additional Line, Tenant shall deliver notice thereof to Landlord (the “Financing Notice”), which Financing Notice shall describe the Planned Additional Line in reasonable detail and provide a good faith estimate of the total cost of constructing the Planned Additional Line. Landlord will have a period of thirty (30) days after receipt of the Financing Notice (the “Evaluation Period”) to review and evaluate the opportunity to finance the Planned Additional Line, and during such period Tenant shall promptly provide Landlord with such additional information about the Planned Additional Line as Landlord may reasonably request. (B) In the event that Landlord desires to make an offer to finance the Planned Additional Line, then prior to the expiration of the Evaluation Period, Landlord shall deliver to Tenant the material terms and conditions under which Landlord is willing to provide such financing (the “Offered Terms”). (C) If Landlord does not timely deliver the Offered Terms, then Tenant or any of its Affiliates shall have the right, for a period of six (6) months from the end of the Evaluation Period, to obtain financing for the Planned Additional Line from any Person on such terms and conditions as Tenant or such Affiliate determines in its sole discretion. (D) If Landlord timely delivers the Offered Terms, then Tenant shall, in its sole discretion, either accept or reject the Offered Terms, by providing written notice of such acceptance or rejection within ten (10) days after its receipt of the Offered Terms. If Tenant accepts the Offered Terms, then Landlord and Tenant shall proceed to work together cooperatively and in good faith to finalize the agreements for Landlord to finance the Planned Additional Line in accordance with the Offered Terms. If Tenant rejects the Offered Terms, then (i) Tenant or any of its Affiliates shall have the right, for a period of six (6) months from the end of the Evaluation Period, to obtain financing for the Planned Additional Line from any non-Affiliate, (ii) during the period of six (6) months from the end of the Evaluation Period, Tenant and Landlord may meet to discuss the Offered Terms rejected by Tenant, including any of the Offered Terms that Tenant would like Landlord to consider further, and (iii) based on such meeting between Landlord and Tenant, Landlord may submit a counterproposal to Tenant revising its initial Offered Terms, within the period of time requested by Tenant at such meeting (but non less than three (3) Business days after such meeting), and Tenant shall consider such counterproposal (if any) in good faith. (E) If Tenant or one of its Affiliates does not enter into agreements to finance the Planned Additional Line within six (6) months following the end of the Evaluation Period, then Landlord’s right of first offer set forth in this Section 10.1(d)(ii) will be reinstated for any future proposed financing of the Planned Additional Line.

Financing for Permitted Capital Improvements and Additional Lines. (i) Except as set forth in Section 10.1(d)(ii), Tenant shall at all times have the right to finance any Permitted Capital Improvements and Additional Lines with a third party, regardless of whether the same are Separable Additions or Non-Separable Additions, without Landlord’s consent; provided, however, that Tenant will notify Landlord in advance of entering into any such financing secured by a Lien on such Permitted Capital Improvements and Additional Lines (as applicable) and give Landlord an opportunity to make a proposal (non-binding on Tenant) to pay for, and engage Tenant as Landlord’s construction agent for, such Permitted Capital Improvements and Additional Lines (as applicable). If requested by Tenant, Landlord agrees to cooperate in good faith with Tenant in the financing of any such Permitted Capital Improvements and Additional Lines (as applicable) that Tenant deems to be necessary or desirable for the operation of the Leased Property or the Tenant Other Activities. (ii) If Tenant or any of its Affiliates seeks third-party financing for an Additional Line to connect oil platform WD 30J and the Grand Isle terminal facility (the “Planned Additional Line”), then, in accordance with this Section 10.1(d)(ii), Tenant shall provide Landlord the right to offer to finance the Planned Additional Line, including under an arrangement whereby the Planned Additional Line would become either (x) part of the Leased Property under this Lease, with an increase in Base Rent, or (y) the leased property under a separate lease agreement between Landlord and Tenant. (A) Promptly after Tenant or any of its Affiliates determines to seek third-party financing of the Planned Additional Line, Tenant shall deliver notice thereof to Landlord (the “Financing Notice”), which Financing Notice shall describe the Planned Additional Line in reasonable detail and provide a good faith estimate of the total cost of constructing the Planned Additional Line. Landlord will have a period of thirty (30) days after receipt of the Financing Notice (the “Evaluation Period”) to review and evaluate the opportunity to finance the Planned Additional Line, and during such period Tenant shall promptly provide Landlord with such additional information about the Planned Additional Line as Landlord may reasonably request. (B) In the event that Landlord desires to make an offer to finance the Planned Additional Line, then prior to the expiration of the Evaluation Period, Landlord shall deliver to Tenant the material terms and conditions under which Landlord is willing to provide such financing (the “Offered Terms”). (C) If Landlord does not timely deliver the Offered Terms, then Tenant or any of its Affiliates shall have the right, for a period of six (6) months from the end of the Evaluation Period, to obtain financing for the Planned Additional Line from any Person on such terms and conditions as Tenant or such Affiliate determines in its sole discretion. (D) If Landlord timely delivers the Offered Terms, then Tenant shall, in its sole discretion, either accept or reject the Offered Terms, by providing written notice of such acceptance or rejection within ten (10) days after its receipt of the Offered Terms. If Tenant accepts the Offered Terms, then Landlord and Tenant shall proceed to work together cooperatively and in good faith to finalize the agreements for Landlord to finance the Planned Additional Line in accordance with the Offered Terms. If Tenant rejects the Offered Terms, then (i) Tenant or any of its Affiliates shall have the right, for a period of six (6) months from the end of the Evaluation Period, to obtain financing for the Planned Additional Line from any non-Affiliate, (ii) during the period of six (6) months from the end of the Evaluation Period, Tenant and Landlord may meet to discuss the Offered Terms rejected by Tenant, including any of the Offered Terms that Tenant would like Landlord to consider further, and (iii) based on such meeting between Landlord and Tenant, Landlord may may, submit a counterproposal to Tenant revising its initial Offered Terms, Terms within the period of time requested by Tenant at such meeting (but non not less than three (3) Business days Days after such meeting), and Tenant shall consider such counterproposal (if any) in good faith. (E) If Tenant or one of its Affiliates does not enter into agreements to finance the Planned Additional Line within six (6) months following the end of the Evaluation Period, then Landlord’s right of first offer set forth in this Section 10.1(d)(ii) will be reinstated for any future proposed financing of the Planned Additional Line.

Financing for Permitted Capital Improvements and Additional Lines. (i) Except as set forth in Section 10.1(d)(ii)) , Tenant shall at all times have the right to finance any Permitted Capital Improvements and Additional Lines with a third party, regardless of whether the same are Separable Additions or Non-Separable Additions, without Landlord’s consent; providedprovided , howeverhowever , that Tenant will notify Landlord in advance of entering into any such financing secured by a Lien on such Permitted Capital Improvements and Additional Lines (as applicable) and give Landlord an opportunity to make a proposal (non-binding on Tenant) to pay for, and engage Tenant as Landlord’s construction agent for, such Permitted Capital Improvements and Additional Lines (as applicable). If requested by Tenant, Landlord agrees to cooperate in good faith with Tenant in the financing of any such Permitted Capital Improvements and Additional Lines (as applicable) that Tenant deems to be necessary or desirable for the operation of the Leased Property or the Tenant Other Activities. (ii) If Tenant or any of its Affiliates seeks third-party financing for an Additional Line to connect oil platform WD 30J and the Grand Isle terminal facility (the ““ Planned Additional LineLine ”), then, in accordance with this Section 10.1(d)(ii)) , Tenant shall provide Landlord the right to offer to finance the Planned Additional Line, including under an arrangement whereby the Planned Additional Line would become either (x) part of the Leased Property under this Lease, with an increase in Base Rent, or (y) the leased property under a separate lease agreement between Landlord and Tenant. (A) Promptly after Tenant or any of its Affiliates determines to seek third-party financing of the Planned Additional Line, Tenant shall deliver notice thereof to Landlord (the ““ Financing NoticeNotice ”), which Financing Notice shall describe the Planned Additional Line in reasonable detail and provide a good faith estimate of the total cost of constructing the Planned Additional Line. Landlord will have a period of thirty (30) days after receipt of the Financing Notice (the ““ Evaluation PeriodPeriod ”) to review and evaluate the opportunity to finance the Planned Additional Line, and during such period Tenant shall promptly provide Landlord with such additional information about the Planned Additional Line as Landlord may reasonably request. (B) In the event that Landlord desires to make an offer to finance the Planned Additional Line, then prior to the expiration of the Evaluation Period, Landlord shall deliver to Tenant the material terms and conditions under which Landlord is willing to provide such financing (the ““ Offered TermsTerms ”). (C) If Landlord does not timely deliver the Offered Terms, then Tenant or any of its Affiliates shall have the right, for a period of six (6) months from the end of the Evaluation Period, to obtain financing for the Planned Additional Line from any Person on such terms and conditions as Tenant or such Affiliate determines in its sole discretion. (D) If Landlord timely delivers the Offered Terms, then Tenant shall, in its sole discretion, either accept or reject the Offered Terms, by providing written notice of such acceptance or rejection within ten (10) days after its receipt of the Offered Terms. If Tenant accepts the Offered Terms, then Landlord and Tenant shall proceed to work together cooperatively and in good faith to finalize the agreements for Landlord to finance the Planned Additional Line in accordance with the Offered Terms. If Tenant rejects the Offered Terms, then (i) Tenant or any of its Affiliates shall have the right, for a period of six (6) months from the end of the Evaluation Period, to obtain financing for the Planned Additional Line from any non-Affiliate, (ii) during the period of six (6) months from the end of the Evaluation Period, Tenant and Landlord may meet to discuss the Offered Terms rejected by Tenant, including any of the Offered Terms that Tenant would like Landlord to consider further, and (iii) based on such meeting between Landlord and Tenant, Landlord may may, submit a counterproposal to Tenant revising its initial Offered Terms, Terms within the period of time requested by Tenant at such meeting (but non not less than three (3) Business days Days after such meeting), and Tenant shall consider such counterproposal (if any) in good faith. (E) If Tenant or one of its Affiliates does not enter into agreements to finance the Planned Additional Line within six (6) months following the end of the Evaluation Period, then Landlord’s right of first offer set forth in this Section 10.1(d)(ii) will be reinstated for any future proposed financing of the Planned Additional Line.