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200806504 Processing Assets shall be performed in a manner that does not unreasonably and materially impair or interfere with SemMaterials' continuing right to access and use the Retained Processing Assets or to operate its business therewith. Upon any such relocation, the new locations of the Retained Processing Assets shall thereafter be the Retained Processing Asset Locations. SemMaterials shall keep the Leasehold Tract free of all liens and claims of third parties that may arise as a result of SemMaterials' use of the Leasehold Tract or its rights granted hereunder. SMEP and SemMaterials acknowledge and agree that this Agreement is subject and subordinate to the terms and conditions of the Ground Lease. The term of this Agreement shall commence upon the parties execution hereof and expire upon expiration or earlier termination of the Ground Lease. Neither SMEP nor SemMaterials shall commit or suffer an act or omission that will violate any of the provisions of the Ground Lease. Subject to the Terminal Access and Use Agreement, SMEP will pay all rent or other charges due under the Ground Lease on or before the due dates thereunder. If the Ground Lease terminates, this Agreement shall terminate and the parties shall be relieved of any further liability or obligation under this Agreement; provided, however, that if such termination of the Ground Lease is the result of a default or breach by SMEP or SemMaterials of the Ground Lease, such breaching or defaulting party shall be liable to the other for the damages suffered as a result of such termination. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL BE OF NO FORCE OR EFFECT UNLESS AND UNTIL CONSENTED TO BY THE LESSOR UNDER THE GROUND LEASE IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF THE GROUND LEASE. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. SemMaterials may not assign this Agreement or enter into any sublease except in conjunction with the transfer of ownership or control of the Retained Processing Assets by SemMaterials and then only with the prior written consent of SMEP, which shall not be unreasonably withheld; provided that any proposed assignment will be subject to SMEP's right of first refusal the terms of which are referred to in the Terminal Access and Use Agreement. SMEP hereby warrants that SMEP is entitled to execute this Agreement, is the sole ground lessee of the Leasehold Tract and that the Ground Lease is in full force and effect as of the date hereof, subject to easements and restrictions of record, to all current uses of the Leasehold Tract by or through SMEP and to the Ground Lease. SemMaterials shall have the right to mortgage SemMaterials' interest in this Agreement subject to any restrictions under the Ground Lease. This Agreement may be executed in several counterparts, each of which may be deemed an original, and all of such counterparts together shall constitute one and the same agreement. This Agreement may be recorded by SemMaterials unless or except to the extent prohibited under the terms of the Ground Lease. 815975.1 :731256:01918 3