Common use of Absolute Net Lease Clause in Contracts

Absolute Net Lease. All Rent payments shall be absolutely net to Landlord, free of any and all Taxes, Other Charges, and operating or other expenses of any kind whatsoever, all of which shall be paid by Tenant. Tenant shall continue to perform its obligations under this Master Lease even if Tenant claims that it has been damaged by Landlord or has indebtedness owing from Landlord. Thus, Tenant shall at all times remain obligated under this Master Lease without any right of setoff, counterclaim, abatement, deduction, reduction or defense of any kind. Tenant’s sole right to recover damages against Landlord under this Master Lease shall be to prove such damages in a separate action. Landlord and Tenant agree that unless otherwise expressly set forth in this Master Lease, Tenant shall be solely responsible for any and all costs associated with the operation, repair, maintenance and replacements of the Premises, including without limitation, Taxes as set forth below. Except as otherwise provided herein to the contrary, the Rent shall be complete and absolute net rent to Landlord, and during the entire term of this Master Lease, including any Renewal Term, Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Premises. The parties acknowledge and agree that Landlord would not enter into this Master Lease if the Rent described in this Master Lease were not completely and absolutely net to Landlord or if Landlord were to incur any liability whatsoever, foreseen or unforeseen, with respect to the Premises or any portion thereof, or Tenant’s exercise of any other of its rights under this Master Lease. Accordingly, except as expressly and specifically provided otherwise herein, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the Premises, during the term of this Master Lease or in any manner whatsoever arising as a result of Tenant’s exercise of, or Landlord’s grant of, the rights described in this Master Lease, including, without limitation, all fees of Tenant’s consultants (provided Landlord shall pay its own broker fees incurred with any Lease renewals, if any), intangible personal property taxes, ad valorem real estate taxes, franchise taxes and excise taxes, Tenant’s accounting and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. During the term of this Master Lease, Tenant shall pay all rent and all other charges due under this Master Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable by Tenant shall continue to be payable in all events, unless otherwise expressly provided herein, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Master Lease, and Tenant shall have no right to terminate this Master Lease as a result of any breach, default or failure by Landlord hereunder, provided that Tenant may, at its election and upon written notice to Landlord terminate this Master Lease with respect to any Facility if Landlord, with respect to such Facility, materially defaults hereunder in a manner that adversely impairs the Tenant’s business operations or renders the Premises untenantable, and if Landlord fails to cure such default within thirty days after Tenant provides written notice thereof to Landlord or such longer period which is reasonably necessary for Landlord to cure such default. Upon such failure, this Master Lease shall be deemed terminated as to such Facility, and Minimum Rent, Additional Rent and Other Charges due hereunder shall be the product of (x) the amount of the then-current Minimum Rent and Additional Rent, and (y) a fraction, the numerator of which is the amount allocated to such Facility under Exhibit G attached hereto, and the denominator of which is the aggregate amount shown on said Exhibit G for all Facilities. No such adjustment shall have the effect of limiting the obligations of Tenant under this Master Lease for Taxes or, utilities, landlord expenses or Other Charges incurred prior to the date of termination. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Premises. Except as otherwise expressly provided in this Master Lease, Tenant waives all rights now or in the future conferred by law to quit, terminate or surrender this Master Lease or the Premises or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and under this Master Lease. In addition, notwithstanding any provision in this Master Lease to the contrary, Tenant’s payment obligation to Landlord shall also include all Taxes or any other charges or expenses that accrue after the Effective Date.

Absolute Net Lease. All It is intended that the Annual Rent payments shall be an absolutely net return to LandlordLandlord throughout the Term of this Lease, free of any and all Taxesexpense, Other Chargescharge, and operating or other expenses of any kind whatsoever, all of which shall be paid by Tenant. Tenant shall continue to perform its obligations under this Master Lease even if Tenant claims that it has been damaged by Landlord or has indebtedness owing from Landlord. Thus, Tenant shall at all times remain obligated under this Master Lease without any right of setoff, counterclaim, abatement, deduction, reduction or defense of any kind. Tenant’s sole right to recover damages against Landlord under this Master Lease shall be to prove such damages in a separate action. Landlord and Tenant agree that unless otherwise expressly set forth in this Master Lease, Tenant shall be solely responsible for any and all costs associated with the operation, repair, maintenance and replacements of the Premises, including without limitation, Taxes as set forth below. Except as otherwise provided herein to the contrary, the Rent shall be complete and absolute net rent to Landlord, and during the entire term of this Master Lease, including any Renewal Term, Landlord shall have no cost, obligation, responsibility or liability deduction whatsoever for repairing, maintaining, operating or owning the Premises. The parties acknowledge and agree that Landlord would not enter into this Master Lease if the Rent described in this Master Lease were not completely and absolutely net to Landlord or if Landlord were to incur any liability whatsoever, foreseen or unforeseen, with respect to the Premises or any portion thereofLandlord’s interest therein, or the ownership, leasing, operation, management, maintenance, repair, use or occupation thereof. This Lease is an “absolute lease” and Tenant’s exercise of any obligations arising or accruing during the Term to pay all Annual Rent, additional rent and all other of its rights under this Master Lease. Accordingly, except as expressly payments hereunder required to be made by Tenant shall be absolute and specifically provided otherwise herein, unconditional and Tenant shall pay all expensessuch amounts without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction (except as otherwise expressly provided in this Lease), free from any charges, assessments, impositions, expenses or deductions of any and every kind or nature whatsoever. All costs, taxes, fees expenses and charges obligations of any every kind and nature whatsoever arising relating to the Property and the appurtenances thereto and the use, maintenance and occupancy thereof which may arise or become due and payable with respect to the Term (whether or not the same shall become payable during such Term or thereafter) or for any period prior to the expiration of the Term shall be paid by Tenant (except as otherwise expressly provided in connection with or attributable to this Lease). Tenant assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of the Premises, during the term and Landlord shall have no responsibility in respect thereof and shall have no liability for damage to Tenant’s personality or any subtenant of Tenant on any account or for any reason whatsoever. Except as otherwise expressly provided for in this Master Lease, this Lease shall not terminate, nor shall Tenant have any right to terminate, rescind or void this Lease or in to be released or discharged from any manner whatsoever arising as a result of Tenant’s exercise of, obligations or Landlord’s grant of, the rights described in this Master Leaseliabilities hereunder for any reason, including, without limitation: (i) any damage to or destruction of the Premises; (ii) any restriction, all fees deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of Tenant’s consultants the Premises; (provided iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premises; (iv) any action, omission or breach on the part of Landlord shall pay its own broker fees incurred with any Lease renewals, if any), intangible personal property taxes, ad valorem real estate taxes, franchise taxes and excise taxes, Tenant’s accounting and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. During the term of this Master Lease, Tenant shall pay all rent and all other charges due under this Master Lease without notice or demand under any other agreement between Landlord and without any deductions, set-offs, counterclaims, abatements, suspensions Tenant; or defenses of any kind. It is (v) the intention inadequacy or failure of the parties that description of the obligations of Premises to demise and let to Tenant shall the property intended to be separate and independent covenants, that the Rentleased hereby. Tenant will remain obligated under this Lease in accordance with its terms, and all other charges payable by Tenant shall continue will not take any action to be payable in all eventsterminate, unless otherwise expressly provided herein, and that the obligations of Tenant shall continue unaffected unless the requirement to pay rescind or perform the same shall have been terminated or modified pursuant to an express provision of void this Master Lease, and Tenant shall have no right to terminate this Master Lease as a result of any breachbankruptcy, default insolvency, reorganization, liquidation, dissolution or failure by other proceeding affecting Landlord hereunderor any assignee of Landlord, provided that Tenant may, at its election and upon written notice to Landlord terminate this Master Lease or any action with respect to this Lease which may be taken by any Facility if Landlordreceiver, with respect to such Facility, materially defaults hereunder in a manner that adversely impairs the Tenant’s business operations trustee or renders the Premises untenantable, and if Landlord fails to cure such default within thirty days after Tenant provides written notice thereof to Landlord liquidator or such longer period which is reasonably necessary for Landlord to cure such default. Upon such failure, this Master Lease shall be deemed terminated as to such Facility, and Minimum Rent, Additional Rent and Other Charges due hereunder shall be the product of (x) the amount of the then-current Minimum Rent and Additional Rent, and (y) a fraction, the numerator of which is the amount allocated to such Facility under Exhibit G attached hereto, and the denominator of which is the aggregate amount shown on said Exhibit G for all Facilities. No such adjustment shall have the effect of limiting the obligations of Tenant under this Master Lease for Taxes or, utilities, landlord expenses or Other Charges incurred prior to the date of termination. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Premises. Except as otherwise expressly provided in this Master Lease, Tenant waives all rights now or in the future conferred by law to quit, terminate or surrender this Master Lease or the Premises or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and under this Master Lease. In addition, notwithstanding any provision in this Master Lease to the contrary, Tenant’s payment obligation to Landlord shall also include all Taxes or any other charges or expenses that accrue after the Effective Datecourt.

Absolute Net Lease. All This Lease is an "absolute net lease," and the Lessee's obligations to make Lease Payments as provided in Section 7.1 of this Lease, to pay Additional Rent payments AS provided in Section 7.2 of this Lease, and to perform and observe all other covenants and agreements of the Lessee contained herein shall be absolutely net to Landlord, free of any absolute and all Taxes, Other Chargesunconditional, and operating or other expenses the failure by the Lessee to make such Lease Payments and to pay Additional Rent at the times and in the amounts as provided in Sections 7.1 and 7.2 hereof shall constitute an Event of any kind whatsoever, all of which Default under this Lease. All Lease Payments shall be paid by Tenant. Tenant shall continue to perform its obligations under this Master Lease even if Tenant claims that it has been damaged by Landlord made without notice or has indebtedness owing from Landlord. Thus, Tenant shall at all times remain obligated under this Master Lease demand and without any right of setoff, counterclaim, abatement, deduction, reduction deduction or defense of any kindwhatsoever. Tenant’s sole right Following Substantial Completion, notwithstanding the Lessor's obligation to recover damages against Landlord under this Master Lease shall be to prove such damages in a separate action. Landlord and Tenant agree that unless otherwise expressly set forth in this Master Lease, Tenant shall be solely responsible for any and all costs associated with the operation, repair, maintenance and replacements of the Premises, including without limitation, Taxes as set forth below. Except as otherwise provided herein to the contrarycomplete punch-list items, the Rent Lessee shall be complete and absolute net rent to Landlord, and during assume the entire term of this Master Lease, including any Renewal Term, Landlord shall have no cost, obligation, sole responsibility or liability whatsoever for repairing, maintaining, operating or owning the Premises. The parties acknowledge and agree that Landlord would not enter into this Master Lease if the Rent described in this Master Lease were not completely and absolutely net to Landlord or if Landlord were to incur any liability whatsoever, foreseen or unforeseen, with respect to the Premises or any portion thereof, or Tenant’s exercise of any other of its rights under this Master Lease. Accordingly, except as expressly and specifically provided otherwise herein, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the Premises, during the term of this Master Lease or in any manner whatsoever arising as a result of Tenant’s exercise of, or Landlord’s grant of, the rights described in this Master Lease, including, without limitation, all fees of Tenant’s consultants (provided Landlord shall pay its own broker fees incurred with any Lease renewals, if any), intangible personal property taxes, ad valorem real estate taxes, franchise taxes and excise taxes, Tenant’s accounting and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. During the term of this Master Lease, Tenant shall pay all rent and all other charges due under this Master Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable by Tenant shall continue to be payable in all events, unless otherwise expressly provided herein, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Master Lease, and Tenant shall have no right to terminate this Master Lease as a result of any breach, default or failure by Landlord hereunder, provided that Tenant may, at its election and upon written notice to Landlord terminate this Master Lease with respect to any Facility if Landlord, with respect to such Facility, materially defaults hereunder in a manner that adversely impairs the Tenant’s business operations or renders the Premises untenantable, and if Landlord fails to cure such default within thirty days after Tenant provides written notice thereof to Landlord or such longer period which is reasonably necessary for Landlord to cure such default. Upon such failure, this Master Lease shall be deemed terminated as to such Facility, and Minimum Rent, Additional Rent and Other Charges due hereunder shall be the product of (x) the amount of the then-current Minimum Rent and Additional Rent, and (y) a fraction, the numerator of which is the amount allocated to such Facility under Exhibit G attached hereto, and the denominator of which is the aggregate amount shown on said Exhibit G for all Facilities. No such adjustment shall have the effect of limiting the obligations of Tenant under this Master Lease for Taxes or, utilities, landlord expenses or Other Charges incurred prior to the date of termination. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper condition, use, operation, maintenance, care repair and occupancy management of the Leased Premises, and Lessee will, at its cost and expense, keep and maintain the Leased Premises in good repair and condition and in compliance with all applicable laws, rules, regulations, statutes, and ordinances, and will make all structural and nonstructural, and ordinary and extraordinary changes, repairs and replacements which may be required to be made upon or in connection with the Leased Premises in order to keep the same in good repair and condition, reasonable wear and tear and ordinary use excepted; provided, however, that nothing herein shall be construed to release the Lessor from completion of the punch-list items, and if the Lessor should fail to complete the punch-list items within a reasonable time, the Lessee may institute such legal action against the Lessor as the Lessee may deem necessary to compel the performance of such obligation or to recover damages therefore. Except as otherwise expressly provided Notwithstanding anything in this Master Lease, Tenant waives all rights now or in the future conferred by law to quit, terminate or surrender this Master Lease or the Premises or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and under this Master Lease. In addition, notwithstanding any provision in this Master Lease to the contrary, Tenant’s payment obligation Lessee shall have no obligations to Landlord shall also include all Taxes indemnify Lessor for any claims, loss, liabilities or any other charges damages arising from the negligence or expenses that accrue after the Effective Datewillful misconduct of Lessor, its employees or agents.

Absolute Net Lease. All Rent payments shall It is the purpose and intent of Landlord and Tenant that the rent herein above provided to be paid to Landlord by Tenant be absolutely net to LandlordLandlord so that this Lease shall yield net to Landlord without abatement, free set-off or deduction therefrom the rent as herein above provided, to be paid during the Term of this Lease or any and extensions hereof, and, that all Taxescosts, Other Chargesexpenses, and operating impositions of every kind or other expenses nature whatsoever relating to the Premises, the use thereof, the maintenance thereof, the operation thereof, the management thereof, or otherwise which may arise or become due during the Term of this Lease or any kind whatsoever, all of which shall extensions hereof be paid by Tenant, and Landlord be indemnified and saved harmless by Tenant from and against the same. Tenant shall continue hereby assumes and agrees to perform its all duties and obligations under this Master Lease with relation to the Premises, as well as the use, operation, management, and maintenance thereof even if Tenant claims that it has been damaged by Landlord or has indebtedness owing from though such duties and obligations would otherwise be construed to be those of the Landlord. ThusNothing herein contained, however, shall be deemed to require Tenant shall at all times remain obligated under this Master Lease without to pay or discharge any right of setoff, counterclaim, abatement, deduction, reduction liens or defense mortgages of any kindcharacter, whatever which may be placed upon the Premises by the affirmative act of Landlord. Tenant’s sole right to recover damages against Landlord under this Master Lease shall be to prove such damages in a separate action. Landlord and Tenant agree that unless otherwise Except as expressly set forth in this Master Lease, this Lease shall not terminate, nor shall Tenant shall be solely responsible for have any and all costs associated with the operation, repair, maintenance and replacements of the Premises, including without limitation, Taxes as set forth below. Except as otherwise provided herein to the contrary, the Rent shall be complete and absolute net rent to Landlord, and during the entire term of this Master Lease, including any Renewal Term, Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Premises. The parties acknowledge and agree that Landlord would not enter into this Master Lease if the Rent described in this Master Lease were not completely and absolutely net to Landlord or if Landlord were to incur any liability whatsoever, foreseen or unforeseen, with respect to the Premises or any portion thereof, or Tenant’s exercise of any other of its rights under this Master Lease. Accordingly, except as expressly and specifically provided otherwise herein, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the Premises, during the term of this Master Lease or in any manner whatsoever arising as a result of Tenant’s exercise of, or Landlord’s grant of, the rights described in this Master Lease, including, without limitation, all fees of Tenant’s consultants (provided Landlord shall pay its own broker fees incurred with any Lease renewals, if any), intangible personal property taxes, ad valorem real estate taxes, franchise taxes and excise taxes, Tenant’s accounting and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. During the term of this Master Lease, Tenant shall pay all rent and all other charges due under this Master Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable by Tenant shall continue to be payable in all events, unless otherwise expressly provided herein, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Master Lease, and Tenant shall have no right to terminate this Master Lease as a result of for any breachcause whatsoever, default any present or failure by Landlord hereunderfuture law to the contrary notwithstanding. Tenant agrees that it will remain obligated under this Lease in accordance with its terms notwithstanding any action, provided that Tenant may, at its election and upon written notice to Landlord terminate this Master Lease which may be taken with respect to this Lease by any Facility if Landlord, with respect to such Facility, materially defaults hereunder trustee or receiver of Landlord in a manner that adversely impairs the Tenant’s business operations any bankruptcy or renders the Premises untenantable, and if Landlord fails to cure such default within thirty days after Tenant provides written notice thereof to Landlord or such longer period which is reasonably necessary for Landlord to cure such default. Upon such failure, this Master Lease shall be deemed terminated as to such Facility, and Minimum Rent, Additional Rent and Other Charges due hereunder shall be the product of (x) the amount of the then-current Minimum Rent and Additional Rent, and (y) a fraction, the numerator of which is the amount allocated to such Facility under Exhibit G attached hereto, and the denominator of which is the aggregate amount shown on said Exhibit G for all Facilities. No such adjustment shall have the effect of limiting the obligations of Tenant under this Master Lease for Taxes or, utilities, landlord expenses or Other Charges incurred prior to the date of termination. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Premises. Except as otherwise expressly provided in this Master Lease, Tenant waives all rights now or in the future conferred by law to quit, terminate or surrender this Master Lease or the Premises or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and under this Master Lease. In addition, notwithstanding any provision in this Master Lease to the contrary, Tenant’s payment obligation to Landlord shall also include all Taxes or any other charges or expenses that accrue after the Effective Datesimilar proceeding.

Absolute Net Lease. All It is the purpose and intent of Landlord and Tenant that the Rent payments shall hereinabove provided to be paid to Landlord by Tenant be absolutely net to Landlord, free of any and all Taxes, Other Charges, and operating or other expenses of any kind whatsoever, all of which shall be paid by Tenant. Tenant shall continue to perform its obligations under Landlord so that this Master Lease even if Tenant claims that it has been damaged by Landlord or has indebtedness owing from Landlord. Thus, Tenant shall at all times remain obligated under this Master Lease without any right of setoff, counterclaim, abatement, deduction, reduction or defense of any kind. Tenant’s sole right to recover damages against Landlord under this Master Lease shall be to prove such damages in a separate action. Landlord and Tenant agree that unless otherwise expressly set forth in this Master Lease, Tenant shall be solely responsible for any and all costs associated with the operation, repair, maintenance and replacements of the Premises, including without limitation, Taxes as set forth below. Except as otherwise provided herein to the contrary, the Rent shall be complete and absolute net rent to Landlord, and during the entire term of this Master Lease, including any Renewal Term, Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Premises. The parties acknowledge and agree that Landlord would not enter into this Master Lease if the Rent described in this Master Lease were not completely and absolutely yield net to Landlord without abatement, set-off or if Landlord were deduction therefrom the Rent as hereinabove provided, to incur be paid during the Term of this Lease or any liability whatsoeverextensions hereof, foreseen and, that all costs, expenses, and impositions of every kind or unforeseen, with respect nature whatsoever relating to the Premises which may become due during the Term of this Lease or any portion thereof, or Tenant’s exercise of any other of its rights under this Master Lease. Accordingly, except as expressly and specifically provided otherwise herein, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the Premises, during the term of this Master Lease or in any manner whatsoever arising as a result of Tenant’s exercise of, or Landlord’s grant of, the rights described in this Master Lease, extensions hereof (including, without limitation, all fees of Tenant’s consultants (provided Landlord shall pay its own broker fees incurred with any Lease renewals, if any), intangible personal property taxes, ad valorem real estate taxes, franchise taxes pursuant to the Covenants and excise taxes, Tenant’s accounting and attorney’s fees, costs of any financing obtained Agreements) be paid by Tenant, costs of any leasehold title insurance policy obtained by Tenantand Landlord be indemnified, utility charges defended and insurance premiums. During the term of this Master Lease, Tenant shall pay all rent and all other charges due under this Master Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable 5 saved harmless by Tenant shall continue from and against the same. Tenant hereby assumes and agrees to be payable in perform all events, unless otherwise expressly provided herein, duties and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Master Lease, and Tenant shall have no right to terminate this Master Lease as a result of any breach, default or failure by Landlord hereunder, provided that Tenant may, at its election and upon written notice to Landlord terminate this Master Lease with respect to any Facility if Landlord, with respect to such Facility, materially defaults hereunder in a manner that adversely impairs the Tenant’s business operations or renders the Premises untenantable, and if Landlord fails to cure such default within thirty days after Tenant provides written notice thereof to Landlord or such longer period which is reasonably necessary for Landlord to cure such default. Upon such failure, this Master Lease shall be deemed terminated as to such Facility, and Minimum Rent, Additional Rent and Other Charges due hereunder shall be the product of (x) the amount of the then-current Minimum Rent and Additional Rent, and (y) a fraction, the numerator of which is the amount allocated to such Facility under Exhibit G attached hereto, and the denominator of which is the aggregate amount shown on said Exhibit G for all Facilities. No such adjustment shall have the effect of limiting the obligations of Tenant under this Master Lease for Taxes or, utilities, landlord expenses or Other Charges incurred prior relation to the date of termination. Tenant shall pay and be responsible to Landlord for all costsPremises, expenses, obligations, liabilities and acts necessary to and for as well as the proper use, operation, maintenanceand maintenance thereof even though such duties and obligations would otherwise be construed to be those of the Landlord. Nothing herein contained, care however, shall be deemed to require Tenant to pay or discharge any franchise taxes imposed on Landlord or income taxes imposed upon Landlord or liens or mortgages of any character whatever which may be placed upon the Premises by the affirmative act of Landlord, or the costs and occupancy expenses incurred by Landlord in connection with any sale of the Premises. Except as otherwise expressly provided in this Master LeaseFurthermore, Tenant waives all rights now nothing herein shall release or in the future conferred by law to quit, terminate or surrender this Master Lease or the Premises or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and under this Master Lease. In addition, notwithstanding any provision in this Master Lease relieve Landlord from its warranty obligations with respect to the contrary, Tenant’s payment obligation to Landlord shall also include all Taxes or any other charges or expenses that accrue after the Effective DateLandlord's Work set forth in Exhibit C attached hereto.

Absolute Net Lease. All Rent payments This Lease shall be deemed and construed to be a bond lease, absolutely net to Landlord, and Tenant shall pay to Landlord, absolutely net throughout the Term, the Rent, free of any and all Taxescharges, Other Chargesassessments, and operating impositions or other expenses deductions of any kind whatsoever, all of which shall be paid by Tenant. Tenant shall continue to perform its obligations under this Master Lease even if Tenant claims that it has been damaged by Landlord or has indebtedness owing from Landlord. Thus, Tenant shall at all times remain obligated under this Master Lease and without any right of setoff, counterclaim, abatement, deductiondeduction or set-off whatsoever. Under no circumstances or conditions, reduction whether now existing or defense hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind. Tenant’s sole right to recover damages against Landlord kind whatsoever or be under this Master Lease shall be to prove such damages in a separate action. Landlord and Tenant agree that unless any other express or implied obligation or liability hereunder, except as herein otherwise expressly set forth in Section 3.5 or otherwise in this Master Lease, Lease and Tenant shall be solely responsible for any hereby waives all Applicable Laws and all costs associated with the operation, repair, maintenance and replacements of the Premises, including without limitation, Taxes as set forth below. Except as otherwise provided herein Requirements to the contrary. Tenant shall pay (or shall cause the Operating Subtenants to pay) all costs, the Rent shall be complete expenses and absolute net rent to Landlord, charges of every kind and during the entire term of this Master Lease, including any Renewal Term, Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Premises. The parties acknowledge and agree that Landlord would not enter into this Master Lease if the Rent described in this Master Lease were not completely and absolutely net to Landlord or if Landlord were to incur any liability whatsoever, foreseen or unforeseen, with respect nature relating to the Premises or any portion thereof, or Tenant’s exercise of any other of its rights under this Master Lease. Accordingly, except as expressly from and specifically provided otherwise herein, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to after the Premises, during the term of this Master Lease or in any manner whatsoever arising as a result of Tenant’s exercise of, or Landlord’s grant of, the rights described in this Master LeaseCommencement Date, including, without limitation, all fees taxes, costs of improvements, maintenance, repairs, alterations, additions, replacements, condominium association assessments and other condominium association charges, and insurance and other Impositions, and all escrows, reserves and/or deposits relating thereto, except debt service (principal, interest and any required mortgage insurance premium (“MIP”)) on any Mortgage or any other indebtedness of Landlord or any rent or other charges under any Superior Lease, which may arise or become due or payable prior to, during or after (but attributable to a period falling within) the Term. Unless otherwise expressly provided in this Lease, Tenant’s obligation to pay Rent hereunder shall not terminate prior to the actual date contemplated by Landlord and Tenant and specifically set forth in Article A, Section 2(c) for the expiration of the Term, notwithstanding the exercise by Landlord of any or all of its rights under Article 12 hereof or otherwise and the obligations of Tenant hereunder shall not be affected by reason of: any damage to or destruction of the Premises or any part thereof, any Taking of the Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, interruption, limitation, restriction or prevention of Tenant’s consultants (provided or any Subtenant’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any reason, any matter affecting title to the Premises, any eviction by paramount title or otherwise, any default by Landlord shall pay its own broker fees incurred with hereunder, the impossibility, impracticability or illegality of performance by Landlord, Tenant or both, any Lease renewals, if any), intangible personal property taxes, ad valorem real estate taxes, franchise taxes and excise taxesaction of any Governmental Authority, Tenant’s accounting acquisition of ownership of all or part of the Premises (unless this Lease shall be terminated by a writing signed by all Persons, including any Mortgagee, having an interest in the Premises), any breach of warranty or misrepresentation, or any other cause whether similar or dissimilar to the foregoing and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. During the term of this Master Lease, whether or not Tenant shall pay all rent and all other charges due under this Master Lease without have notice or demand knowledge thereof and without any deductions, set-offs, counterclaims, abatements, suspensions whether or defenses of any kindnot such cause shall now be foreseeable. It is the intention of the The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants, that the Rent, covenants and all other charges payable by Tenant shall continue to be payable in all events, unless otherwise expressly provided herein, agreements and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall such obligations have been modified or terminated or modified pursuant to an express provision of this Master Lease, and Tenant shall have no right as may be amended from time to terminate this Master Lease as a result of any breach, default or failure by Landlord hereunder, provided that Tenant may, at its election and upon written notice to Landlord terminate this Master Lease with respect to any Facility if Landlord, with respect to such Facility, materially defaults hereunder in a manner that adversely impairs the Tenant’s business operations or renders the Premises untenantable, and if Landlord fails to cure such default within thirty days after Tenant provides written notice thereof to Landlord or such longer period which is reasonably necessary for Landlord to cure such default. Upon such failure, this Master Lease shall be deemed terminated as to such Facility, and Minimum Rent, Additional Rent and Other Charges due hereunder shall be the product of (x) the amount of the then-current Minimum Rent and Additional Rent, and (y) a fraction, the numerator of which is the amount allocated to such Facility under Exhibit G attached hereto, and the denominator of which is the aggregate amount shown on said Exhibit G for all Facilities. No such adjustment shall have the effect of limiting the obligations of Tenant under this Master Lease for Taxes or, utilities, landlord expenses or Other Charges incurred prior to the date of termination. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Premises. Except as otherwise expressly provided in this Master Lease, Tenant waives all rights now or in the future conferred by law to quit, terminate or surrender this Master Lease or the Premises or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and under this Master Lease. In addition, notwithstanding any provision in this Master Lease to the contrary, Tenant’s payment obligation to Landlord shall also include all Taxes or any other charges or expenses that accrue after the Effective Datetime.