Common use of Net Lease; No Setoff; Etc Clause in Contracts

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement, all Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: (a) any defect in the condition, merchantability, quality or fitness for use of the Facility or any part thereof; (b) any damage to, removal, abandonment salvage, loss, scrapping or destruction of or any requisition or taking of the Facility or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility or any part thereof; (d) any defect in or any Lien on the Facility or any part thereof; (e) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Lessee or Lessor; (f) any bankruptcy insolvency, reorganization composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, any Lessor Party, any holder of Loan Certificates or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned above, or by any court; (g) any claim that Lessee has or might have against any Person, including any failure on the part of any Lessor Party to perform or comply with any of the terms hereof or of any other agreement; (i) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (j) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility any Property or any part portion thereof, or any failure of any Property to comply with all Legal Requirements, including any inability to occupy or use any Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility any Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Property or any part thereof, including eviction; (d) any defect in title to or rights to any Property or any Lien on the Facility such title or rights or on any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby any Participant; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lesseeany Participant, any Lessor Party, any holder of Loan Certificates Party or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveParticipant, any Loan Party or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee any Loan Party has or might have against any Person, including including, without limitation, any Participant or any vendor, manufacturer, contractor of or for any Property; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by any Loan Party of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by any Participant or any Loan Party, in each case whether against or all of them; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of any Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.whether

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) Lease, the obligation of the Participation Agreement, all Lessee to pay Rent hereunder shall be paid absolute and unconditional and shall not be affected by any circumstance of any character, including, without notice, demand, limitation: (a) counterclaim, setoff, deduction or defense and without deduction, defense, abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected ; (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: (ab) any defect in the condition, merchantabilitydesign, quality or fitness for use of the Facility Production System, or any part thereofthereof or interest therein; (bc) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of of, the Facility Undivided Interest, the Production System or any part thereofthereof or interest therein; (cd) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of the Facility Undivided Interest, the Production System or any part thereofthereof or interest therein; (de) any defect in in, or any Lien on on, title to the Facility Undivided Interest, the Production System or any part thereofthereof or interest therein; (ef) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of the Lessee or the Lessor; (fg) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Lessee, any Lessor Partythe Indenture Trustee, the Lessor, the Owner Participant, any holder of Loan Certificates Participant, any Holder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned above, or by any court; (gh) any claim that the Lessee has or might have against any Person, including including, without limitation, the Indenture Trustee, any Loan Participant, the Lessor, the Owner Participant or any Holder (but this Section 3.6 shall not constitute a waiver of any such claim); (i) any failure on the part of the Lessor, the Indenture Trustee, the Owner Participant or any Lessor Party Loan Participant to perform or comply with any of the terms hereof or of any other agreement; (ij) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents Documents, the Federal Leases, the Operating Agreement or any provision of any thereof, in each case whether against or by the Lessee or otherwise; or (jk) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except Except as expressly provided herein, the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by the Lessee of Basic Rent or Stipulated Loss Value, Termination Value, any Early Buy-Out Purchase Price or Fixed Price Purchase Amount (or amounts payable by reference thereto) made hereunder as required hereby shall be final, final absent manifest error, and the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, whatsoever absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law or otherwise for any reason whatsoever the Lessee shall, except as expressly provided herein, Lessee shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to the Person entitled to such Supplemental Rent as specified herein or in the appropriate Operative Document) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing contained in this.Article III this Section 3.6 shall be construed as a guaranty by Lessee of any residual value in the Facility or as (a) a guaranty of (i) the Loan Certificatesvalue of the Undivided Interest or the Production System upon the expiration or termination of the Basic Lease Term or any Renewal Term or (ii) the useful life of the Production System or (iii) payment of any of the Secured Notes or (b) a prohibition of assertion of any claim against any manufacturer, supplier, dealer, vendor, contractor, subcontractor or installer with respect to the Production System or (c) a waiver by the Lessee of its right to assert and xxx upon any claims it may have against any other Person in one or more separate actions.

Net Lease; No Setoff; Etc. This Lease is a net lease and, ------------------------- notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and Lessee's obligation to pay all such amounts, throughout the Basic Term and all applicable Renewal Terms, is absolute and unconditional. The Except to the extent otherwise expressly specified in Articles VI and XIV of this Lease, the obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Property or any part thereof, or the failure of the Property to comply with all Applicable Laws and Regulations, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, scrapping contamination of or Release at or from, destruction of or any requisition or taking of the Facility Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereofthereof including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by the Lessor; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to the Lessee, any Lessor Partythe Lessor, any holder of Loan Certificates or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including without limitation the Lessor, any failure on vendor, manufacturer, contractor of or for the part of Property or any Lessor Party to perform or comply with any of the terms hereof or of any other agreementImprovements; (ih) any invalidity or unenforceability or disaffirmance of this Lease against or by the Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof; (i) the impossibility of performance by Lessor, in each case whether against or by the Lessee or otherwiseboth; (j) any action by any court, administrative agency or other Governmental Authority; (k) any environmental condition affecting the Property; or (jl) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth herein, this Lease shall be noncancelable noncancellable by Lessee, the Lessee for any reason whatsoever and, except as expressly provided hereinin this Lease, the Lessee, to the extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided hereinin this Lease, the Lessee shall shall, unless prohibited by Applicable Laws and Regulations, nonetheless pay to the Lessor an amount equal to each Basic Rent and Additional Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing the Lessor will deem this Lease to have remained in effect. All covenants The Lessee assumes the sole responsibility for the condition, use, operation, maintenance and agreements management of the Property, and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Property to the Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty or any subtenant of the Lessee on any account or for any reason whatsoever other than by Lessee reason of the Lessor's willful misconduct or gross negligence or breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits obligations under any Operative Document.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may Lease, it is intended that Lessee's obligation to pay Basic Rent and Supplemental Rent hereunder shall be expressly provided herein or in Section 6.01(b) of the Participation Agreement, all Rent absolute and unconditional and shall not be affected by any circumstance whatsoever and shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreementherein) for any reason, including, without limitation: (ai) any defect in the condition, merchantability, quality or fitness for use of the Facility Equipment or any part thereof; (bii) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Facility Equipment or any part thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Facility Equipment or any part thereof; (div) any defect in title to or any Lien on the Facility or any part thereofsuch title; (ev) any change, waiver, extension, indulgence or other action or omission in respect of to any obligation or liability of Lessee Lessor or LessorInvestor; (fvi) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, or any Person mentioned aboveother Person, or by any court, in any such proceeding; (gvii) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor; (viii) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof or of any other agreement; (iix) any invalidity or unenforceability or disaffirmance of this Lease against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (jx) any other occurrence occurrence, event or circumstance whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, Lessee and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided herein, Lessee shall nonetheless pay to Lessor an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Term, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such noncompliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by any Lessor, Agent Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent Lessor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, any Person mentioned aboveLessor, Agent Lessor, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, any Lessor, Agent Lessor, Agent or any Lender; (h) any failure on the part of Agent Lessor or any other Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility or illegality of performance by Lessee, in each case whether against Agent Lessor, Lessors or all of them; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by any Requirements of Law, nonetheless pay to Agent Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Agent Lessor will deem this Lease to have remained in effect. All covenants and agreements Each payment of Rent made by Lessee hereunder shall be performed at its costfinal and, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value absent manifest error in the Facility or as a guaranty computation of the Loan Certificates.amount thereof, Lessee shall

Net Lease; No Setoff; Etc. This Lease is a net lease andand it is agreed and intended that Interim Rent, notwithstanding Base Rent, Renewal Rent, Supplemental Rent and any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement, all Rent amounts payable hereunder by Lessee shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reductionreduction and that Lessee's obligation to pay all such amounts, throughout the Interim Term, the Base Term and all applicable Renewal Terms is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Property or any part thereof, or the failure of the Property to comply with all Applicable Laws, including any inability to occupy or use the Property by reason of such noncompliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Facility Property or any part thereof, or any environmental conditions on the Property or any property in the vicinity of the Property; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereofthereof including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights to the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby any Person; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor Party, any holder of Loan Certificates Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any PersonPerson or any vendor, including manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any Lessor Party other Person to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreement; (i) any invalidity or unenforceability invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, Lessor, any other Person or all of them; (k) subject to Applicable Law, any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in each case whether against the use, possession or by Lessee or otherwisequiet enjoyment of the Property; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge of any of the foregoing. This Unless the Lease is earlier terminated in accordance with its terms, this Lease shall be noncancelable noncancellable by Lessee, Lessee for any reason whatsoever and, except as expressly provided herein, Lessee, to the extent now or hereafter permitted by lawApplicable Laws, waives all rights now or hereafter conferred by statute or otherwise Applicable Law to quit, terminate or surrender this Lease, Lease or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Under no circumstances or conditions shall Lessor or any Person other than Lessee made be expected or required to make any payment of any kind hereunder shall be finalor have any obligations hereunder with respect to the use, absent manifest errorpossession, and Lessee shall not seek to recover control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any such payment part of the Property, so long as the Property or any part thereof for is subject to this Lease, and Lessee expressly waives the right to perform any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment such action at the time and in the manner that such payment would have become due and payable under the terms expense of this Lease if it had not been terminated in whole Lessor or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisany other Person pursuant to any law.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, and notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, each Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, assessments and other expenses foreseen or unforeseen, for which such Lessee or any Indemnitee is or shall become liable by reason of such Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Properties, or that are connected with or arise out of the Participation acquisition (except the initial costs of purchase by Lessor of its interest in any Leased Property, which costs, subject to the terms of the Master Agreement, all Rent shall be paid funded by the Funding Parties pursuant to the Master Agreement), construction (except Construction Costs to be funded under the Master Agreement), installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Properties or any portion thereof, and any other amounts payable hereunder and under the other Operative Documents without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and each Lessee's obligation to pay all such amounts throughout the Lease Term, including the Construction Term, is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility any Leased Property or any part thereof, or the failure of any Leased Property to comply with all Applicable Law, including any inability to occupy or use any Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility any Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to any Leased Property or any Lien on the Facility such title or rights or on any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, the Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to any Lessee, any Lessor PartyLessor, any holder of Loan Certificates Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveLessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that any Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document, any applicable IDB Documentation, any Ground Lease or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by any Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by any Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with the Construction or any use of any Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not any Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, each Lessee in any circumstance whatsoever and each Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by such Lessee hereunder. All payments Each payment of Rent made by a Lessee made hereunder shall be final, absent manifest error, final and such Lessee shall not seek or have any right to recover any such payment all or any part of such payment from Lessor, the Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Each Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties leased by it and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either any Lessee or any subtenant of any Lessee on any account or for any reason whatsoever, absent manifest error. If other than solely by reason of Lessor's willful misconduct or gross negligence (except for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal willful misconduct and gross negligence imputed to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed Lessor solely as a guaranty by Lessee result of its interest in any residual value in the Facility or as a guaranty of the Loan CertificatesLeased Property).

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may Lease, it is intended that Lessee’s obligations to pay Basic Rent and Supplemental Rent hereunder shall be expressly provided herein or in Section 6.01(b) of the Participation Agreement, all Rent absolute and unconditional and shall not be affected by any circumstance whatsoever and shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreementherein) for any reason, including, without limitation: (ai) any defect in the condition, merchantability, quality or fitness for use of the Facility any item of Equipment or any part thereof; (bii) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Facility any item of Equipment or any part thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Facility any item of Equipment or any part thereof; (div) any defect in title to or any Lien on the Facility or any part thereofsuch title; (ev) any change, waiver, extension, indulgence or other action or omission in respect of to any obligation or liability of Lessee Lessor or LessorOwner Participant; (fvi) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates Owner Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Owner Participant or any Person mentioned aboveother Person, or by any court, in any such proceeding; (gvii) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor or Owner Participant; (viii) any failure on the part of any Lessor Party or Owner Participant to perform or comply with any of the terms hereof or of any other agreement; (iix) any invalidity or unenforceability or disaffirmance of this Lease against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (jx) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, Lessee and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided herein, Lessee shall nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto as expressly provided herein or in any other Operative Document) an amount equal to each Basic Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III this Lease shall be construed as a guaranty by Lessee of any residual value in the Facility Residual Value or as a guaranty Remaining Life of the Loan Certificatesany item of Equipment.

Net Lease; No Setoff; Etc. This Lease is a net lease and, and notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, each Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, assessments and other expenses foreseen or unforeseen, for which such Lessee or any Indemnitee is or shall become liable by reason of such Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Properties, or that are connected with or arise out of the Participation acquisition (except the initial costs of purchase by Lessor of its interest in any Leased Property, which costs, subject to the terms of the Master Agreement, all Rent shall be paid funded by the Funding Parties pursuant to the Master Agreement), construction (except costs to be funded under the Construction Agency Agreement), installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Properties or any portion thereof, and any other amounts payable hereunder and under the other Operative Documents without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and each Lessee's obligation to pay all such amounts throughout the Lease Term, including the Construction Term, is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility any Leased Property or any part thereof, or the failure of any Leased Property to comply with all Applicable Law, including any inability to occupy or use any Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility any Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to any Leased Property or any Lien on the Facility such title or rights or on any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, the Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to any Lessee, any Lessor PartyLessor, any holder of Loan Certificates Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveLessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that any Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document, any applicable IDB Documentation or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by any Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by any Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with the Construction or any use of any Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not any Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, each Lessee in any circumstance whatsoever and each Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by such Lessee hereunder. All payments Each payment of Rent made by a Lessee made hereunder shall be final, absent manifest error, final and such Lessee shall not seek or have any right to recover any such payment all or any part of such payment from Lessor, the Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Each Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties leased by it and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either any Lessee or any subtenant of any Lessee on any account or for any reason whatsoever, absent manifest error. If for any other than solely by reason whatsoever this Lease shall be terminated in whole of Lessor's willful misconduct or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisgross negligence.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Term, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such noncompliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby Participant; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor Party, any holder of Loan Certificates or any other PersonParticipant, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation any Participants; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or invalidity, unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof Lease, or any of the other Operative Documents Agreements, or any provision hereof or thereof; (j) the impossibility or illegality of performance by Lessee, Lessor or either of them; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by any Requirements of Law, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor or any Financing Party or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance and agreements management of the Property and Lessor shall have no responsibility in respect thereof or any liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise statedor any subtenant of Lessee on any account or for any reason whatsoever. Nothing in thisthis Article 6 shall relieve Lessor from liability to Lessee arising from the gross negligence or willful misconduct of, or breach of its obligations by, Lessor hereunder.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, and notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, each Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, assessments and other expenses foreseen or unforeseen, for which such Lessee or any Indemnitee is or shall become liable by reason of such Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Properties, or that are connected with or arise out of the Participation acquisition (except the initial costs of purchase by Lessor of its interest in any Leased Property, which costs, subject to the terms of the Master Agreement, all Rent shall be paid funded by the Funding Parties pursuant to the Master Agreement), construction (except costs to be funded under the Construction Agency Agreement), installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Properties or any portion thereof, and any other amounts payable hereunder and under the other Operative Documents without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and each Lessee's obligation to pay all such amounts throughout the Lease Term, including the Construction Term, is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility any Leased Property or any part thereof, or the failure of any Leased Property to comply with all Applicable Law, including any inability to occupy or use any Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility any Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to any Leased Property or any Lien on the Facility such title or rights or on any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, the Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to any Lessee, any Lessor PartyLessor, any holder of Loan Certificates Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveLessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that any Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by any Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by any Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with the Construction or any use of any Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not any Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, each Lessee in any circumstance whatsoever and each Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by such Lessee hereunder. All payments Each payment of Rent made by a Lessee made hereunder shall be final, absent manifest error, final and such Lessee shall not seek or have any right to recover any such payment all or any part of such payment from Lessor, the Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Each Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties leased by it and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either any Lessee or any subtenant of any Lessee on any account or for any reason whatsoever, absent manifest error. If for any other than solely by reason whatsoever this Lease shall be terminated in whole of Lessor's willful misconduct or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisgross negligence.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, and notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, each Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, assessments and other expenses foreseen or unforeseen, for which such Lessee or any Indemnitee is or shall become liable by reason of such Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Properties, or that are connected with or arise out of the Participation acquisition (except the initial costs of purchase by Lessor of its interest in any Leased Property, which costs, subject to the terms of the Master Agreement, all Rent shall be paid funded by the Funding Parties pursuant to the Master Agreement), construction (except Construction Costs which costs, subject to the terms of the Master Agreement, shall be funded under the Master Agreement), installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Properties or any portion thereof, and any other amounts payable hereunder and under the other Operative Documents without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and each Lessee's obligation to pay all such amounts throughout the Lease Term, including the Construction Term, is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility any Leased Property or any part thereof, or the failure of any Leased Property to comply with all Applicable Law, including any inability to occupy or use any Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility any Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to any Leased Property or any Lien on the Facility such title or rights or on any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, the Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to any Lessee, any Lessor PartyLessor, any holder of Loan Certificates Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveLessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that any Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document, any applicable IDB Documentation or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by any Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by any Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with the Construction or any use of any Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not any Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in ARTICLES XIV or X of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, each Lessee in any circumstance whatsoever and each Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by such Lessee hereunder. All payments Each payment of Rent made by a Lessee made hereunder shall be final, absent manifest error, final and such Lessee shall not seek or have any right to recover any such payment all or any part of such payment from Lessor, the Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Each Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties leased by it and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either any Lessee or any subtenant of any Lessee on any account or for any reason whatsoever, absent manifest error. If other than solely by reason of Lessor's willful misconduct or gross negligence (except for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal willful misconduct and gross negligence imputed to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed Lessor solely as a guaranty by Lessee result of its interest in any residual value in the Facility or as a guaranty of the Loan CertificatesLeased Property).

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility any portion of any Property, or any part thereoffailure of any Property to comply with all Legal Requirements, including any inability to occupy or use any Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility any Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Property or any part thereof, including eviction; (d) any defect in title to or rights to any Property or any Lien on the Facility such title or rights or on any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent, any holder of Loan Certificates lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned abovelender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including Lessor, Agent or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of any Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, ------------------------- notwithstanding any other provision of this Lease to the contrary (except as may be expressly 7 provided herein or in Section 6.01(b) 3(h)), the obligation of the Participation Agreement, all Lessee to pay Rent hereunder and under any other Operative Document shall be paid absolute and unconditional and shall not be affected by any circumstance of any character, including, without notice, demand, limitation: (1) any counterclaim, setoff, deduction or defense and without recoupment, interruption, deduction, defense, abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected ; (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: (a2) any defect in the condition, merchantabilitydesign, quality quality, operation or fitness for use or purpose of the Facility Transponders, or any part thereofthereof or interest therein; (b3) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of of, or any requisition or taking of of, the Facility Transponders, or any part thereofthereof or interest therein; (c4) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of the Facility Transponders, or any part thereofthereof or interest therein; (d5) any defect in in, or any Lien on on, title to the Facility Transponders, or any part thereofthereof or interest therein or any other restriction thereon; (e6) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Lessee STLC, GMHE or Lessor; (f7) any bankruptcy bankruptcy, insolvency, reorganization reorganization, discharge or forgiveness of indebtedness, composition, adjustment, dissolution, liquidation or other like proceeding relating to LesseeSTLC, GMHE, Indenture Trustee, Lessor, Owner Participant, any Lessor Party, any holder of Loan Certificates Noteholder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned above, or by any court; (g) 8) any claim that Lessee STLC or GMHE has or might have against any Person, including including, without limitation, Indenture Trustee, any Noteholder, Lessor or Owner Participant (but this Section 3(g) shall not constitute a waiver of any such claims); (9) any failure on the part of Lessor, Indenture Trustee, Owner Participant or any Lessor Party Noteholder to perform or comply with any of the terms hereof or of any other agreementOperative Document or Xxxxxx Agreement; (i) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (j) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.8

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility Property, or any part thereoffailure of the Property to comply with all Applicable Law, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, any Administrative Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates Administrative Agent, any Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, any Person mentioned aboveAdministrative Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including Lessor, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in SECTION 6.1 or ARTICLE XIII of this Lease, this Lease shall be noncancelable noncancellable by LesseeLessee for any reason whatsoever, and, except as expressly provided herein, and Lessee, to the extent permitted by lawApplicable Law, waives all rights now or LEASE hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided hereinin SECTION 6.1 or ARTICLE XIII or XVIII of this Lease, Lessee shall shall, unless prohibited by Applicable Law, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Administrative Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty or any subtenant of Lessee on any account or for any reason whatsoever other than by Lessee reason of Lessor's willful misconduct or gross negligence or breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits obligations under this Lease.

Net Lease; No Setoff; Etc. This Lease is a net lease and, -------------------------- notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Except to the extent otherwise expressly specified herein, the obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, quality or fitness for use of the Facility Equipment or any part thereof; (b) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Facility Equipment or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Equipment or any part thereof; (d) any defect in title to or rights to the Equipment or any Lien on such title to or rights to the Facility or any part thereofEquipment; (e) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Lessee the Lessor, the Agent or Lessorthe Lenders; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to the Lessee, any Lessor Partythe Lessor, any holder of Loan Certificates the Agent, the Lenders, or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor, the Lenders, the Agent, or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or the Agent, the Lenders; (h) any failure on the part of any the Lessor Party to perform or comply with any of the terms hereof or of any other agreement; (i) any invalidity or unenforceability or disaffirmance of this Lease against or by the Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (j) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, the Lessee and, except as expressly provided herein, the Lessee, to the extent permitted by law, waives all rights right now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise except as expressly provided herein, the Lessee shall shall, to the extent permitted by applicable law, nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whoever shall be entitled thereto as expressly provided herein or in any other Operative Document) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants , and agreements in such case, so long as such payments are made and no Lease Event of Lessee Default shall have occurred and be performed at its cost, expense and risk unless expressly otherwise stated. Nothing continuing the Lessor will deem this Lease to have remained in thiseffect.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all Lessee shall pay Basic Rent shall be paid and Supplemental Rent without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby a Participant; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor Party, any holder of Loan Certificates a Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of a Participant or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, a Participant; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from a Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise statedor any subtenant of Lessee on any account or for any reason whatsoever. Nothing in this.Article III this Section 6.1 or any other provision of this Lease shall be construed as constitute a guaranty waiver by Lessee of its right to bring an independent cause of action for damages, injunctive relief or declaratory judgment against Lessor for any residual value in default or breach by Lessor under this Lease or under any other Operative Agreement; provided, however, that no such cause of action shall under any circumstances entitle Lessee to off-set, xxxxx, deduct from or defer the Facility payment of Basic Rent, Supplemental Rent or such other sums as a guaranty of are payable by Lessee under the Loan CertificatesOperative Agreements.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein to the contrary, the obligation of Lessee to pay Rent hereunder or in Section 6.01(b) of the Participation Agreement, all Rent under any other Operative Document or XM Agreement shall be paid absolute and unconditional and shall not be affected by any circumstance of any character, including, without notice, demand, limitation: (1) any counterclaim, setoff, deduction or recoupment, interruption, deduction, defense and without (other than actual payment), abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected ; (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: (a2) any defect in the condition, merchantabilitydesign, quality quality, operation or fitness for use or purpose of the Facility Buyer’s Transponders, or any part thereofthereof or interest therein; (b3) any damage to, deterioration, removal, abandonment abandonment, salvage, lossloss (including any Partial Loss), scrapping or destruction of of, or any requisition or taking of the Facility of, Buyer’s Transponders, or any part thereofthereof or interest therein; (c4) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of the Facility Buyer’s Transponders, or any part thereofthereof or interest therein; (d5) any defect in in, or any Lien on the Facility on, title to Buyer’s Transponders, or any part thereofthereof or interest therein or any other restriction thereon; (e6) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Seller, any Guarantor, Lessee or Lessor; (f7) any bankruptcy bankruptcy, insolvency, reorganization reorganization, discharge or forgiveness of indebtedness, composition, adjustment, dissolution, liquidation or other like proceeding relating to Seller, any Guarantor, Lessee, any Lessor PartyIndenture Trustee, Lessor, Owner Participant, any holder of Loan Certificates Noteholder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned above, or by any court; (g) 8) any claim that Lessee or any Guarantor has or might have against any Person, including including, without limitation, Indenture Trustee, any Noteholder, Lessor, the Trust Company or Owner Participant (but this Section 3(g) shall not constitute a waiver of any such claims); (9) any failure on the part of Lessor, Indenture Trustee, Owner Participant or any Lessor Party Noteholder to perform or comply with any of the terms hereof or of any other agreementOperative Document or XM Agreement; (i10) any invalidity or unenforceability or disaffirmance impossibility of performance, or disaffirmance, of any provision of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereofXM Agreements, in each case whether against or by Seller, Lessee or any Guarantor or otherwise; (11) any Applicable Laws now or hereafter in force; (12) any failure to obtain or to have obtained any required governmental consent for a transfer of rights or title on the Closing Date to Lessor or any other Person; (13) any amendment or other change (except as to the subject matter of any such amendment or change), or any assignment of, any rights under any Operative Document or XM Agreement, or any waiver or other action or inaction under or in respect of any Operative Document or XM Agreement, or any exercise or nonexercise of any right or remedy under or in respect of any Operative Document or XM Agreement, including, without limitation, any foreclosure or other remedy under the Indenture or this Lease or the sale, pursuant to any such foreclosure or such exercise of other remedy, of Buyer’s Transponders or any portion thereof or interest therein; or (j14) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except Except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest errorLessee. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law or otherwise for any reason whatsoever, except as expressly provided hereinin this Lease, Lessee shall nonetheless pay to Lessor (or, in the case of Supplemental Rent, to Lessor for its own account or to any Person entitled to such Supplemental Rent as specified herein or in the appropriate Operative Document or XM Agreement), an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements Each payment of Lessee Rent shall be performed at its costfinal, expense and risk unless Lessee agrees not to seek to recover all or any part of any such payment from Lessor, Indenture Trustee or Owner Participant for any reason under any circumstance whatsoever; provided, however, that nothing contained in this Section 3(g) shall prevent Lessee from bringing an action for damages suffered by Lessee as a result of the breach by any Person of any obligation of such Person expressly otherwise statedstated in any Operative Document or XM Agreement or for equitable relief to obtain compliance with any such obligation, or for the return of mistakenly paid amounts of any Rent. Nothing contained in this.Article III this Section 3(g) shall be construed as as: (1) a guaranty of (i) the value of Buyer’s Transponders upon termination of the Basic Term or the Renewal Term or (ii) the useful life of Buyer’s Transponders or (iii) payment of any of the Notes; or (2) a prohibition or assertion of any claim against any manufacturer, supplier, dealer, vendor, contractor, subcontractor or installer with respect to Buyer’s Transponders; or (3) a waiver by Lessee of its right to assert and xxx upon any residual value claims it may have against any other Person in the Facility one or as a guaranty of the Loan Certificatesmore separate actions.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility any portion of any Property, or any part thereoffailure of any Property to comply with all Legal Requirements, including any inability to occupy or use any Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility any Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Property or any part thereof, including eviction; (d) any defect in title to or rights to any Property or any Lien on the Facility such title or rights or on any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, any Investor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates Investor, Agent, any Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, any Person mentioned aboveInvestor, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, any Investor, Agent or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (j) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.;

Net Lease; No Setoff; Etc. This Ground Lease is a net lease and, notwithstanding lease. Notwithstanding any other term or provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementGround Lease, all it is intended that Basic Rent and Additional Rent, together with any amounts due pursuant to SECTION 6.5, shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Except to the extent otherwise expressly specified herein, the obligations and liabilities of Lessee Vari-Lite hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reasonreason including, includingwithout limitation, the following: (a) any defect in the condition, merchantability, quality or fitness for use of the Facility or any part thereofProperty; (b) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Facility Property by act of God or enemy, any other force majeure event or any part thereofcause whatsoever; (c) any restriction, prevention or curtailment of or interference with any use of the Facility or any part thereofProperty; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Lessee Vari-Lite, Brazos or Lessorany other Person; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to LesseeVari-Lite, any Lessor Party, any holder of Loan Certificates Brazos or any other Person, or any action taken with respect to this Ground Lease by any trustee or receiver of Vari-Lite, Brazos or any Person mentioned aboveother Person, or by any courtcourt in any such proceeding; (g) any claim that Lessee Vari-Lite has or might have against any PersonPerson including, including without limitation, Brazos or any lender under the Credit Agreement; (h) any failure on the part of any Lessor Party Brazos to perform or comply with any of the terms hereof or of any other agreement; (i) any invalidity or unenforceability or disaffirmance of this Ground Lease against or by Vari-Lite or any provision hereof or any of the other Operative Documents Ground Lease or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (j) any prohibition, limitation, restriction or prevention of Vari-Lite's use, occupancy or enjoyment of the Property by any Person; (k) any condemnation, confiscation, seizure, or requisition of use or title to all or any portion of the Property by any governmental authority under the power of eminent domain including, without limitation, a temporary event; (l) any prohibition, limitation, restriction or prevention of Vari-Lite's use, occupancy or enjoyment of the Property by any Person; (m) any eviction of Vari- Lite from, or loss of possession by Vari-Lite of, the Property or any part thereof, by reason of title paramount or otherwise; (n) the invalidity or unenforceability of any provision hereof or the impossibility of illegality of performance by Brazos or Vari-Lite or both; (o) any action of any Governmental Authority; or (p) any other cause or occurrence whatsoever, whether similar or dissimilar to the foregoing. Vari-Lite shall remain obligated under this Ground Lease in accordance with its terms and shall not take any action to terminate, whether rescind or not Lessee shall have notice avoid this Ground Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or knowledge of other proceeding affecting Brazos or any of the foregoingother Person or any action with respect to this Ground Lease which may be taken by any trustee, receiver or liquidator or by any court. This Lease shall be noncancelable by Lessee, and, except Except as expressly provided hereinpermitted in this Ground Lease, LesseeVari-Lite waives all rights to cancel, terminate or surrender this Ground Lease, or to the extent permitted by lawany abatement, diminution or deferment of Basic Rent, Additional Rent or other sums payable hereunder, and also hereby waives any and all rights now or hereafter conferred by statute any Governmental Requirement or otherwise to quit, terminate or surrender this Lease, modify or to any diminution or reduction of Rent payable by Lessee hereunderavoid strict compliance with Vari-Lite's obligation under this Ground Lease. All payments by Lessee made to or for the benefit of Brazos or any other Person hereunder as required hereby shall be final, absent manifest error, final and Lessee Vari-Lite shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) Lease, the obligation of the Participation Agreement, all Lessee to pay Rent hereunder shall be paid absolute and unconditional and, to the extent allowed by applicable law, shall not be affected by any circumstance of any character, including, without notice, demand, limitation: (a) counterclaim, setoff, deduction or defense and without deduction, defense, abatement, compensation, confusion, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected ; (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: (ab) any defect in the condition, merchantabilitydesign, quality or fitness for use of the Facility Undivided Interest, the Platform or any part thereofof either thereof or interest therein or redhibitory defect therein; (bc) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of of, the Facility Undivided Interest, the Platform or any part thereofthereof or interest therein; (cd) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of the Facility Undivided Interest, the Platform or any part thereofthereof or interest therein; (de) any defect in in, or any Lien on on, title to the Facility Undivided Interest, the Platform or any part thereofthereof or interest therein; (ef) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of the Lessee or the Lessor; (fg) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Lessee, any Lessor Partythe Indenture Trustee, the Lessor, the Owner Participant, any holder of OP Guarantor, any Loan Certificates Participant, any Holder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned above, or by any court; (gh) any claim that the Lessee has or might have against any Person, including including, without limitation, the Indenture Trustee, any Loan Participant, the Lessor, the Owner Participant, any OP Guarantor or any Holder (but this Section 3.6 shall not constitute a waiver of any such claim); (i) any failure on the part of the Lessor, the Indenture Trustee, the Owner Participant, any Lessor Party OP Guarantor, any Loan Participant, any Holder or any other Person to perform or comply with any of the terms hereof or of any other agreement; (ij) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; or (jk) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except Except as expressly provided herein, the Lessee, to the maximum extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by the Lessee of Base Rent, Base Termination Value, Termination Value or Fixed Price Purchase Amount (or any amounts payable by reference thereto) made hereunder as required hereby shall be final, final absent manifest error, and the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, whatsoever absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law or otherwise for any reason whatsoever the Lessee shall, except as expressly provided herein, Lessee shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to the Person entitled to such Supplemental Rent as specified herein or in the appropriate Operative Document) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing contained in this.Article III this Section 3.6 shall be construed as a guaranty by Lessee of any residual value in the Facility or as (a) a guaranty of (i) the Loan Certificatesvalue of the Undivided Interest or the Platform upon the expiration or termination of the Initial Lease Term or any Spinnaker Lease Agreement 0000-x Xxxxxxx Xxxx, (xx) the useful life of the Platform or (iii) payment of any of the Notes, or (b) a prohibition of assertion of any claim against any manufacturer, supplier, dealer, vendor, contractor, subcontractor or installer with respect to the Platform or (c) a waiver by the Lessee of its right to assert and xxx upon any claims it may have against any other Person in one or more separate actions.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility Property, or any part thereoffailure of the Property to comply with all Applicable Law, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, any Administrative Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates Administrative Agent, any Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, any Person mentioned aboveAdministrative Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including Lessor, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Section 6.1 or Article XIII of this Lease, this Lease shall be noncancelable noncancellable by LesseeLessee for any reason whatsoever, and, except as expressly provided herein, and Lessee, to the extent permitted by lawApplicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided hereinin Section 6.1 or Article XIII or XVIII of this Lease, Lessee shall shall, unless prohibited by Applicable Law, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Administrative Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty or any subtenant of Lessee on any account or for any reason whatsoever other than by Lessee reason of Lessor's willful misconduct or gross negligence or breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits obligations under this Lease.

Net Lease; No Setoff; Etc. This Lease is shall constitute a -------------------------- net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law, as a result of or related to: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Site, or any part thereoffailure of the Site to comply with all Applicable Laws and Regulations, including any inability to occupy or use the Site by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Site or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility or any part thereof, including eviction; (d) any defect in title to or rights to the Site or any Lien on such title or rights on the Facility or any part thereofSite; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Investor, Trustee, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lesseeany Lessee Party, Lessor, Investor, Trustee, Agent, any Lessor Party, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveLessee Party, Lessor, Investor, Trustee, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, Investor, Trustee, Sublessee, Agent, or any Lender; (h) any failure on the part of Lessor, Agent, any Lessor Party Participant or Trustee to perform or comply with any of the terms hereof of any Operative Document or of any other agreement, whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on, demolition of, or any use of Site or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Article XIII of this Lease, this Lease shall ------------ be noncancelable noncancellable by LesseeLessee for any reason whatsoever, and, except as expressly provided herein, and Lessee, to the extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided hereinin Article XIII ------------ of this Lease, Lessee shall shall, unless prohibited by Applicable Laws and Regulations, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent, any Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance and agreements management of the Site, and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its costor any subtenant of Lessee on any account or for any reason whatsoever, expense other than by reason of Lessor's willful misconduct or gross negligence, in either case, as determined by a final, binding and risk unless expressly otherwise stated. Nothing in thisnonappealable court order.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net -------------------------- lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all Lessee shall pay Basic Rent shall be paid and Supplemental Rent without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Investor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Investor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Investor, Agent, any Person mentioned aboveLender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, Investor, Agent or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Investor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its costor any subtenant of Lessee on any account or for any reason whatsoever, expense and risk unless expressly otherwise stated. Nothing in thisdue to Lessor's gross negligence or willful misconduct.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Xxxxxx's obligation to pay all such amounts, throughout the Term, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such noncompliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by any Lessor, Agent Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent Lessor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, any Person mentioned aboveLessor, Agent Lessor, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, any Lessor, Agent Lessor, Agent or any Lender; (h) any failure on the part of Agent Lessor or any other Lessor Party to perform or comply with any of the terms hereof of this Lease, the Ground Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease Lease, the Ground Lease, or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility or illegality of performance by Xxxxxx, in each case whether against Agent Lessor, Lessors or all of them; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by any Requirements of Law, nonetheless pay to Agent Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Agent Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from any Lessor, Agent Lessor, Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and neither Agent Lessor nor any Lessor shall have any responsibility in respect thereof or any liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisor any subtenant of Lessee on any account or for any reason whatsoever.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, the Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, taxes, assessments and other expenses (foreseen or in Section 6.01(bunforeseen) for which the Lessee or any Indemnitee is or shall become liable by reason of the Participation AgreementLessee's or such Indemnitee's estate, all Rent right, title or interest in the Leased Property, or that are connected with or arise out of the acquisition, installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Property or any portion thereof, including, without limitation, the acquisition of the Improvements and any other amounts payable hereunder shall be paid paid, without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: including without limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof; , or the failure of the Leased Property to comply with all Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance, (bii) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; , (ciii) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereof; thereof including eviction, (div) any defect in title to or rights to the Leased Property or any Lien on such title to or rights to the Facility or any part thereof; Leased Property, (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee any Person requested or Lessor; consented to by the Lessee, (fvi) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to the Lessee, any Lessor Partythe Lessor, any holder of Loan Certificates the Issuer, the Credit Bank or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor, the Issuer or any Person mentioned aboveother Person, or by any court; , in any such proceeding, (gvii) any claim that Lessee has or might have against any Person, including any failure on the part of any the Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreement; agreement where such failure was caused by the Lessee's failure to perform its obligations under the Operative Documents, (iviii) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereofthereof by the Lessee, in each case whether against (ix) any action by any court, administrative agency or by Lessee other Governmental Authority, (x) any restriction, prevention or otherwise; curtailment of or interference with any use of the Leased Property or any part thereof or (jxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in ARTICLES XI and XV hereof, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, the Lessee for any reason whatsoever and the Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by The Lessee made hereunder shall be finalassumes the sole responsibility for the condition, absent manifest erroruse, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of the Lessee shall not seek to recover any such payment or any part thereof for subtenant of the Lessee on any reason whatsoever, absent manifest error. If account or for any reason whatsoever this Lease shall be terminated in whole other than by reason of the Lessor's willful misconduct or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits express obligations under any Operative Document.

Net Lease; No Setoff; Etc. This Lease is a net lease and, ------------------------- notwithstanding any other provision of this Lease to the contrary (except as may be expressly provided herein or in Section 6.01(b) 3(h)), the obligation of the Participation Agreement, all Lessee to pay Rent hereunder and under any other Operative Document shall be paid absolute and unconditional and shall not be affected by any circumstance of any character, including, without notice, demand, limitation: (1) any counterclaim, setoff, deduction or defense and without recoupment, interruption, deduction, defense, abatement, suspension, deferment, diminution or reduction. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected ; (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: (a2) any defect in the condition, merchantabilitydesign, quality quality, operation or fitness for use or purpose of the Facility Transponders, or any part thereofthereof or interest therein; (b3) any damage to, removal, abandonment abandonment, salvage, loss, scrapping or destruction of of, or any requisition or taking of of, the Facility Transponders, or any part thereofthereof or interest therein; (c4) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of the Facility Transponders, or any part thereofthereof or interest therein; (d5) any defect in in, or any Lien on on, title to the Facility Transponders, or any part thereofthereof or interest therein or any other restriction thereon; (e6) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of Lessee STLC, GMHE or Lessor; (f7) any bankruptcy bankruptcy, insolvency, reorganization reorganization, discharge or forgiveness of indebtedness, composition, adjustment, dissolution, liquidation or other like proceeding relating to LesseeSTLC, GMHE, Indenture Trustee, Lessor, Owner Participant, any Lessor Party, any holder of Loan Certificates Noteholder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned above, or by any court; (g) 8) any claim that Lessee STLC or GMHE has or might have against any Person, including including, without limitation, Indenture Trustee, any Noteholder, Lessor or Owner Participant (but this Section 3(g) shall not constitute a waiver of any such claims); (9) any failure on the part of Lessor, Indenture Trustee, Owner Participant or any Lessor Party Noteholder to perform or comply with any of the terms hereof or of any other agreement; (i) any invalidity Operative Document or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof, in each case whether against or by Lessee or otherwise; or (j) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable by Lessee, and, except as expressly provided herein, Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.Xxxxxx Agreement;

Net Lease; No Setoff; Etc. This Lease is a net lease and, and notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, each Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, assessments and other expenses foreseen or unforeseen, for which such Lessee or any Indemnitee is or shall become liable by reason of such Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Properties, or that are connected with or arise out of the Participation acquisition (except the initial costs of purchase by Lessor of its interest in any Leased Property, which costs, subject to the terms of the Master Agreement, all Rent shall be paid funded by the Funding Parties pursuant to the Master Agreement), construction (except Construction Costs which costs, subject to the terms of the Master Agreement, shall be funded under the Master Agreement), installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Properties or any portion thereof, and any other amounts payable hereunder and under the other Operative Documents without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and each Lessee's obligation to pay all such amounts throughout the Lease Term, including the Construction Term, is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility any Leased Property or any part thereof, or the failure of any Leased Property to comply with all Applicable Law, including any inability to occupy or use any Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility any Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to any Leased Property or any Lien on the Facility such title or rights or on any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, the Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to any Lessee, any Lessor PartyLessor, any holder of Loan Certificates Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of any Person mentioned aboveLessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that any Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document, any applicable IDB Documentation or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by any Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by any Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with the Construction or any use of any Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not any Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, each Lessee in any circumstance whatsoever and each Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by such Lessee hereunder. All payments Each payment of Rent made by a Lessee made hereunder shall be final, absent manifest error, final and such Lessee shall not seek or have any right to recover any such payment all or any part of such payment from Lessor, the Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Each Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties leased by it and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either any Lessee or any subtenant of any Lessee on any account or for any reason whatsoever, absent manifest error. If other than solely by reason of Lessor's willful misconduct or gross negligence (except for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal willful misconduct and gross negligence imputed to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed Lessor solely as a guaranty by Lessee result of its interest in any residual value in the Facility or as a guaranty of the Loan CertificatesLeased Property).

Net Lease; No Setoff; Etc. This Lease is shall constitute a net ----------------------------- lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all Lessee shall pay Basic Rent shall be paid and Supplemental Rent without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, (except as expressly provided herein and by performance of the Lessee's obligations in connection therewith) including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby a Participant; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor Party, any holder of Loan Certificates a Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of a Participant or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, a Participant; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. Notwithstanding the foregoing provisions, nothing contained in this Section 6.1 shall provide Lessor with any right to payment by Lessee under this Lease prior to the Completion Date which is contrary to Lessor's remedies under the Agency Agreement; it being the express intention of the parties hereto that Lessee's liability hereunder shall not exceed the liability of the Construction Agent under the Agency Agreement prior to the Completion Date. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from a Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisor any subtenant of Lessee on any account or for any reason whatsoever.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, Lessee’s obligation to pay Rent is absolute and unconditional. Lessee shall pay all Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Lessee’s obligations and liabilities of Lessee hereunder shall in no way not be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingby: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof, or the failure of the Leased Property to comply with any Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Facility or any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby Lessor or Administrative Agent; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyGuarantor, any holder of Loan Certificates Lessor, Administrative Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Guarantor, Lessor, Administrative Agent or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any of the Improvements or any part thereof, or Administrative Agent; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease or any other Operative Document or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, and regardless of whether or not Lessee shall have notice or knowledge of any of the foregoing. This The parties intend that Lessee’s obligations under this Lease shall be noncancelable by Lesseecovenants and agreements that are separate and independent from any obligations of Lessor under this Lease or under any other Operative Documents and the obligations shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease. LESSEE HEREBY WAIVES ALL RIGHT TO TERMINATE OR SURRENDER THIS LEASE (EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE) OR TO AVAIL ITSELF OF ANY ABATEMENT, andSUSPENSION, except as expressly provided hereinDEFERMENT, LesseeREDUCTION, SETOFF, COUNTERCLAIM OR DEFENSE WITH RESPECT TO ANY RENT. LESSEE SHALL REMAIN OBLIGATED UNDER THIS LEASE IN ACCORDANCE WITH ITS TERMS AND LESSEE HEREBY WAIVES ANY AND ALL RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE TO MODIFY OR TO AVOID STRICT COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS LEASE. Lessee assumes sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction property of Rent payable by either Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof subtenant of Lessee on any account or for any reason whatsoever, absent manifest errorother than solely by reason of Lessor’s willful misconduct or gross negligence. If for Notwithstanding the foregoing Lessee does not waive any reason whatsoever right or remedy that it may have if Lessor breaches its obligation to convey the Leased Property to Lessee free and clear of Lessor Liens in accordance with and subject to any conditions precedent set forth in this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisLease.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, and notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, Lessee shall pay all Basic Rent and Additional Rent, and all costs, charges, taxes, assessments and other expenses foreseen or unforeseen, for which Lessee or any Indemnitee is or shall become liable by reason of Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Property, or that are connected with or arise out of the Participation AgreementTransaction, all Rent shall be paid the acquisition, installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Property or any portion thereof, and any other amounts payable hereunder and under the other Operative Documents without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingincluding without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Facility or any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessorby Lessor or the Administrative Agent; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates the Administrative Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, the Administrative Agent or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for the Building or any part thereof, or the Administrative Agent; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof terns of this Lease or any other Operative Document or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (1) any restriction, prevention or curtailment of or interference with the operation and any use of the Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Article XI of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, Lessee in any circumstance whatsoever and Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments Each payment of Rent made by Lessee made hereunder shall be final, absent manifest error, final and Lessee shall not seek or have any right to recover any such payment all or any part of such payment from Lessor, the Administrative Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee or any subtenant of Lessee on any account or for any reason whatsoever, absent manifest error. If for any other than solely by reason whatsoever this Lease shall be terminated in whole of Lessor's willful misconduct or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisgross negligence.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, Lessee’s obligation to pay Rent is absolute and unconditional. Lessee shall pay all Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction. The Lessee’s obligations and liabilities of Lessee hereunder shall in no way not be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, includingby: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof, or the failure of the Leased Property to comply with any Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereofthereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Facility or any part thereofLeased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor Party, any holder of Loan Certificates or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor or any Person mentioned aboveother Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including without limitation, Lessor, any vendor, manufacturer, contractor of or for any of the Improvements or any part thereof; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease or any other Operative Document or of any other agreement; (i) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, in each case whether against or by Lessee or otherwise; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, and regardless of whether or not Lessee shall have notice or knowledge of any of the foregoing. This The parties intend that Lessee’s obligations under this Lease shall be noncancelable by Lesseecovenants and agreements that are separate and independent from any obligations of Lessor under this Lease or under any other Operative Documents and the obligations shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease. LESSEE HEREBY WAIVES ALL RIGHT TO TERMINATE OR SURRENDER THIS LEASE (EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE) OR TO AVAIL ITSELF OF ANY ABATEMENT, andSUSPENSION, except as expressly provided hereinDEFERMENT, LesseeREDUCTION, SETOFF, COUNTERCLAIM OR DEFENSE WITH RESPECT TO ANY RENT. LESSEE SHALL REMAIN OBLIGATED UNDER THIS LEASE IN ACCORDANCE WITH ITS TERMS AND LESSEE HEREBY WAIVES ANY AND ALL RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE TO MODIFY OR TO AVOID STRICT COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS LEASE. Lessee assumes sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution or reduction property of Rent payable by either Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof subtenant of Lessee on any account or for any reason whatsoever, absent manifest errorother than solely by reason of Lessor’s willful misconduct or gross negligence. If for Notwithstanding the foregoing Lessee does not waive any reason whatsoever right or remedy that it may have if Lessor breaches its obligation to convey the Leased Property to Lessee free and clear of Lessor Liens in accordance with and subject to any conditions precedent set forth in this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisLease.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all Lessee shall pay Basic Rent shall be paid and Supplemental Rent without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, 8 4 suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any the defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Investor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Investor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Investor, Agent, any Person mentioned aboveLender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, Investor, Agent or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. Notwithstanding the foregoing provisions, nothing contained in this Section 6.1 shall provide Lessor with any right to payment by Lessee under this Lease prior to the Completion Date which is contrary to Lessor's remedies under the Agency Agreement, including the limitations set forth in Section 5.4 thereof; it being the express intention of the parties hereto that Lessee's liability hereunder shall not exceed the liability of the Construction Agent under the Agency Agreement prior to the Completion Date. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or 9 5 any part of such payment from Lessor, Investor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at or any subtenant of Lessee on any account or for any reason whatsoever other than the gross negligence or willful misconduct of Lessor, its cost, expense and risk unless expressly otherwise stated. Nothing in thisagents or employees.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, the Lessee shall pay all Basic Rent and Supplemental Rent and all other amounts due and payable under the Operative Documents, and all costs, charges, taxes, assessments and other expenses (foreseen or in Section 6.01(bunforeseen) for which the Lessee or any Indemnitee is or shall become liable by reason of the Participation AgreementLessee’s or such Indemnitee’s estate, right, title or interest in the Leased Property, or that are connected with or arise out of the acquisition, installation, possession, use, occupancy, leasing, subleasing, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Property or any portion thereof, all Rent of which shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional; provided, however, that the Lessor shall be solely responsible for income and franchise taxes as and to the extent provided in Section 7.4 of the Participation Agreement. The obligations and liabilities of the Lessee hereunder shall be absolute, unconditional and irrevocable and shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: including without limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof; , or the failure of the Leased Property to comply with Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance, (bii) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; , (ciii) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereof; , including eviction, (div) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Facility or any part thereof; Leased Property, (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, the Lessee or Lessor; any other Person, (fvi) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to the Lessee, any Lessor Partythe Lessor, any holder of Loan Certificates or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor, or any Person mentioned aboveother Person, or by any court; , in any such proceeding, (gvii) any claim that Lessee has or might have against any Person, including any failure on the part of the Lessor or any Lessor Party other Person to perform or comply with any of the terms hereof of this Lease or of any other agreement; Operative Document, (iviii) any invalidity or unenforceability unforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof by or against the Lessee, (ix) any action by any court, administrative agency or other Governmental Authority, (x) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, in each case whether (xi) the impossibility of performance by the Lessee, the Lessor or both, (xii) any claim that the Lessee has or might have against any Person, including without limitation, the Lessor, (xiii) the failure of the Lessee to achieve any accounting or tax benefits or the charterization of the Transaction intended by Lessee or otherwise; Article XII of this Lease and Section 2.3 of the Participation Agreement, or (jxiv) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, that could constitute a release or discharge, or otherwise affect, any obligation or liability of the Lessee, whether or not the Lessee shall have notice or knowledge of any of the foregoing. This ; provided that the waivers and acknowledgements in this Section 4.5 shall not be deemed to be or construed as a waiver of the Purchase Option or any of the Lessee’s rights set forth in Article XV or the Lessor’s obligations contained in Article V. Except as specifically set forth in Articles XI or XV of this Lease, this Lease shall be noncancelable noncancellable by Lesseethe Lessee for any reason whatsoever, and, except as expressly provided herein, and the Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided hereinin Article XI or Article XV of this Lease, the Lessee shall shall, unless prohibited by Applicable Law, nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment (including the Lease Balance or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants Each payment of Rent and agreements any payment of the Lease Balance made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall be performed at its costnot seek or have any right to recover all or any part of such payment from the Lessor, expense or any party to any agreements related thereto for any reason whatsoever. The Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and risk unless expressly otherwise stated. Nothing management of the Leased Property and the Lessor shall have no responsibility in this.Article III respect thereof and shall be construed as a guaranty have no liability for damage to the property of either the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever other than by Lessee reason of any residual value the Lessor’s willful misconduct or gross negligence or negligence in the Facility handling of funds or as a guaranty breach of its obligations contained in Article V or Article XV; provided, however, any liability of the Loan CertificatesLessor with respect to any such willful misconduct or gross negligence or negligence in the handling of funds or breach of its obligations contained in Article V or Article XV shall not limit or affect the Lessee’s absolute obligations as set forth in this Section 4.5.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net -------------------------- lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility any portion of any Property, or any part thereoffailure of any Property to comply with all Legal Requirements, including any inability to occupy or use any Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility any Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Property or any part thereof, including eviction; (d) any defect in title to or rights to any Property or any Lien on the Facility such title or rights or on any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Investors, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Investors, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Investors, Agent, any Person mentioned aboveLender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, Investors, Agent or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of any Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Investors, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisor any subtenant of Lessee on any account or for any reason whatsoever.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a 5 Lease Agreement net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Basic Term and the Renewal Term, if applicable, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Sites, or any part thereoffailure of the Sites to comply with all Applicable Laws and Regulations, including any inability to occupy or use the Sites by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Sites or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Sites or any part thereof, including eviction; (d) any defect in title to or rights to the Sites or any Lien on such title or rights or on the Facility or any part thereofSites; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned aboveLender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of any Site or any part thereof; or (jl) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Section 6.5 or Article XIII of this Lease, this Lease shall be noncancelable noncancellable by LesseeLease Agreement Lessee for any reason whatsoever, and, except as expressly provided herein, and Lessee, to the extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as expressly provided hereinin Section 6.5 or Article XIII of this Lease, Lessee shall shall, unless prohibited by Applicable Laws and Regulations, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Sites and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty or any subtenant of Lessee on any account or for any reason whatsoever other than by Lessee reason of Lessor's willful misconduct or gross negligence or breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits obligations under any Operative Document.

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, Lessee shall pay all Basic Rent and Supplemental Rent, and all costs, charges, taxes, assessments and other expenses (foreseen or unforeseen) for which Lessee or any Indemnitee is or shall become liable by reason of Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Property, or that are connected with or arise out of the Participation Agreementacquisition, all Rent installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Property or any portion thereof, including, without limitation, the Construction or the financing of the Construction and any other amounts payable hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: including without limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof; , or the failure of the Leased Property to comply with all Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance, (bii) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; , (ciii) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereof; thereof including eviction, (div) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Facility or any part thereof; Leased Property, (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee any Person requested or Lessor; consented to by Lessee, (fvi) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates the Lender (except to the extent Lender's or Lessor's bankruptcy or insolvency terminates Lender's obligation to advance the Loans or Lessee's obligation to fund the Equity Commitment) or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, the Lender or any Person mentioned aboveother Person, or by any court; , in any such proceeding, (gvii) any claim that Lessee has or might have against any Person, including any failure on the part of any the Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreement; agreement where such failure was caused by Lessee's failure to perform its obligations under the Operative Documents, (iviii) any invalidity or unenforceability or disaffirmance of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereofthereof by Lessee, in each case whether against (ix) any action by any court, administrative agency or by Lessee other Governmental Authority, (x) any restriction, prevention or otherwise; curtailment of or interference with the Construction or any use of the Leased Property or any part thereof or (jxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not either Lessee shall have notice or knowledge of any of the foregoing; provided that the waivers and acknowledgements in this SECTION 4.5 shall not be deemed to be or construed as a waiver of the Purchase Option or any of Lessee's rights set forth in ARTICLE XV. This Except as specifically set forth in ARTICLES XV or XI of this Lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, Lessee for any reason whatsoever and Lessee, to the extent permitted by lawApplicable Law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be finalassumes the sole responsibility for the condition, absent manifest erroruse, operation, maintenance, and management of the Leased Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee shall not seek to recover any such payment or any part thereof for subtenant of Lessee on any reason whatsoever, absent manifest error. If account or for any reason whatsoever this Lease shall be terminated in whole other than by reason of Lessor's willful misconduct or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits express obligations under any Operative Document.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility any portion of any Property, or any part thereoffailure of any Property to comply with all Legal Requirements, including any inability to occupy or use any Property by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility any Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility any Property or any part thereof, including eviction; (d) any defect in title to or rights to any Property or any Lien on the Facility such title or rights or on any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent, any holder of Loan Certificates lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned abovelender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including Lessor, Agent or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of any Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisor any subtenant of Lessee on any account or for any reason whatsoever.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Term, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Facility any portion of a Property, or any part thereoffailure of a Property to comply with all Legal Requirements, including any inability to occupy or use such Property by reason of such noncompliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility a Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility a Property or any part thereof, including eviction; (d) any defect in title to or rights to a Property or any Lien on the Facility such title or any part thereofrights or on such Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Agent or any other Participant; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent, any holder of Loan Certificates other Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned aboveother Participant or any other Period, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including Lessor or any other Participant; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility or illegality of performance by Lessee, in each case whether against Lessor, any other Participant or any of them; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; (l) any restriction, prevention or curtailment of or any interference with the construction on or any use of a Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the fullest extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by any Requirements of Law, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor or any Financing Party or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of each Property and Lessor nor any other Participant shall have any responsibility in respect thereof or any liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise statedor any subtenant of Lessee on any account or for any reason whatsoever. Nothing in thisthis Article VI shall prevent the Lessee from bringing a separate action against Lessor for any breach of contract, gross negligence, willful misconduct or other causes of action permitted by the Operative Agreements.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation AgreementLease, all it is intended that Basic Rent and Supplemental Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Term, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Property, or any part thereoffailure of the Property to comply with all Legal Requirements, including any inability to occupy or use the Property by reason of such noncompliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Property or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Property or any part thereof, including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Facility or any part thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by any Lessor, Agent Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent Lessor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, any Person mentioned aboveLessor, Agent Lessor, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, any Lessor, Agent Lessor, Agent or any Lender; (h) any failure on the part of Agent Lessor or any other Lessor Party to perform or comply with any of the terms hereof of this Lease, the Ground Lease, any other Operative Agreement or of any other agreement; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease Lease, the Ground Lease, or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereof; (j) the impossibility or illegality of performance by Lessee, in each case whether against Agent Lessor, Lessors or all of them; (k) any action by Lessee any court, administrative agency or otherwiseother Governmental Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of the Property or any part thereof; or (jm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Lease shall be noncancelable noncancellable by Lessee, and, Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent permitted by lawLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Law law or otherwise otherwise, except as otherwise expressly provided herein, Lessee shall shall, unless prohibited by any Requirements of Law, nonetheless pay to Agent Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Agent Lessor will deem this Lease to have remained in effect. All covenants Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from any Lessor, Agent Lessor, Agent, any Lender or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and agreements management of the Property and neither Agent Lessor nor any Lessor shall have any responsibility in respect thereof or any liability for damage to the property of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in thisor any subtenant of Lessee on any account or for any reason whatsoever.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.

Net Lease; No Setoff; Etc. This Lease is shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent and Supplemental Lease except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement, all Agreement Rent shall be paid without notice, demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reductionreduction of any kind, and Lessee's obligation to pay all such amounts, throughout the Basic Term and the Renewal Term, if applicable, is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Facility Sites, or any part thereoffailure of the Sites to comply with all Applicable Laws and Regulations, including any inability to occupy or use the Sites by reason of such non-compliance; (b) any damage to, removal, abandonment salvageabandonment, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Facility Sites or any part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Facility Sites or any part thereof, including eviction; (d) any defect in title to or rights to the Sites or any Lien on such title or rights or on the Facility or any part thereofSites; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by Lessor, Agent or any Lender; (f) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, Agent, any holder of Loan Certificates Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned aboveLender or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have against any Person, including including, without limitation, Lessor, or any Lender; (h) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by Lessee any court, administrative agency or otherwiseother Authority; any restriction, prevention or curtailment of or any interference with the construction on or any use of any Site or any part thereof; or (jl) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Section 6.5 or Article XIII of this Lease, this Lease shall be noncancelable noncancellable by LesseeLessee for any reason whatsoever, and, except as expressly provided herein, and Lessee, to the extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments by Lessee made hereunder shall be final, absent manifest error, and Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease shall be terminated in whole or part by operation of Law or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee of any residual value in the Facility or as a guaranty of the Loan Certificates.Agreement

Net Lease; No Setoff; Etc. This Lease is a net lease and, notwithstanding any other provision of this Lease except as may be expressly provided herein Lease, Lessee shall pay all Basic Rent, Additional Rent and Supplemental Rent, and all costs, charges, taxes, assessments and other expenses (foreseen or unforeseen) for which Lessee or any indemnitee is or shall become liable by reason of Lessee's or such Indemnitee's estate, right, title or interest in Section 6.01(b) the Leased Property, or that are connected with or arise out of the Participation Agreementacquisition, all Rent shall be paid installation, possession, use, occupancy, maintenance, ownership, leasing, repairs and rebuilding of, or addition to, the Leased Property or any portion thereof, including, without noticelimitation, demand, the Construction or the financing of the Construction and any other amounts payable hereunder without counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein or in Section 6.01(b) of the Participation Agreement) for any reason, including: including without limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Facility Leased Property or any part thereof; , or the failure of the Leased Property to comply with any applicable law, including any inability to occupy or use the Leased Property by reason of such non-compliance, (bii) any damage to, removal, abandonment abandonment, salvage, loss, contamination of or release from, scrapping or destruction of or any requisition or taking of the Facility Leased Property or any part thereof; , (ciii) any restriction, prevention or curtailment of or interference with any use of the Facility Leased Property or any part thereof; thereof including eviction, (div) any defect in title to or rights to the Leased Property or any Lien on such title or rights or on the Facility or any part thereof; Leased Property, (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or Lessor; by Lessor or the Trustee, (fvi) any bankruptcy bankruptcy, insolvency, reorganization reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to Lessee, any Lessor PartyLessor, any holder of Loan Certificates the Trustee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Lessor, the Trustee or any Person mentioned aboveother Person, or by any court; , in any such proceeding, (gvii) any claim that Lessee has or might have against any Person, including without limitation Lessor, any vendor, manufacturer, contractor of or for the Improvement or the Trustee, (viii) any failure on the part of any Lessor Party to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreement; agreement (iprovided, nothing in this clause (viii) shall limit any available defense or setoff that the Lessee might have with respect to its obligation to pay Additional Rent based upon any failure by Lessor to perform or comply with any of the terms of this Lease or any other Operative Document, (ix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereofthereof whether or not related to the Operative Documents, in each case whether against (x) the impossibility or illegality of performance by Lessee Lessee, Lessor or otherwise; both, (xi) any action by any court, administrative agency or other governmental authority, (xii) any restriction, prevention or curtailment of or interference with the Construction or any use of the Leased Property or any part thereof or (jxiii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This Except as specifically set forth in Article XI of this lease, this Lease shall be noncancelable noncancellable by Lessee, and, except as expressly provided herein, Lessee for any reason whatsoever and Lessee, to the extent permitted by applicable law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution diminution, abatement or reduction of Rent payable by Lessee hereunder. All payments Each payment of Rent made by Lessee made hereunder shall be final, absent manifest error, final and Lessee shall not seek or have any right to recover any such payment all or any part thereof of such payment from Lessor, the Trustee or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, absent manifest error. If use, operation, maintenance, and management of the Leased Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee or any subtenant of Lessee on any account or for any reason whatsoever this Lease shall be terminated in whole other than by reason of Lessor's willful misconduct or part by operation of Law gross negligence or otherwise except as expressly provided herein, Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated in whole or in part. All covenants and agreements of Lessee shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this.Article III shall be construed as a guaranty by Lessee breach of any residual value in the Facility or as a guaranty of the Loan Certificatesits express obligations under any Operative Document.