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

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, diminution or reduction and that Lessee’s obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the 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, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping or destruction of or any requisition or taking of the 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 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 to the Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (r) 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. Except as specifically set forth in this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and without deduction, defense, abatement, diminution or reduction reduction, except in the case of notices and demands as expressly provided herein to the contrary, and that Lessee’s obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms Terms, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent, except for manifest error. Lessee acknowledges that it accepts full risk of its being unable to occupy the Property, by virtue of an Event of Loss, early termination or a Lease Event of Default, or, except as set forth below in this Section 3.5, by any other reason, despite having paid Base Rent for such period. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Section 12.1 and Article 1221). Except to the extent otherwise expressly specified in this LeaseSection 12.1 and Article 21, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the 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, salvage, loss, condemnation (except as set forth in Article 12Section 12.2 and 12.3 below), theft, scrapping or destruction of or any requisition or taking of the 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 Property or any part thereof including lawful eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights to the PropertyProperty other than Lessor Liens materially adversely affecting Lessee’s right to quiet enjoyment, provided that in no event shall any such adverse effect in any way affect Lessee’s obligation to pay Base Rent so long as the Secured Notes are outstanding or to pay Supplemental Rent to any Person other than Lessor; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the LenderIndenture Trustee, any Holder, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereofhereof or any of the other Operative Documents or any other agreement, or any provision of any thereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, ; (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, ; (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, ; (p) the lawful eviction of Lessee from possession of the Property, by paramount title or otherwise, ; (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (r) 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. Except as specifically set forth in Articles 12 and 21 of this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in Article 12 of this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder (other than for any Lessor Liens) or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property, provided, however, that nothing in the foregoing disclaimer shall interfere with any claims Lessee may now or hereafter have against Lessor in connection with a breach by Lessor of its covenant of quiet enjoyment set forth herein.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes and other items covered by the exclusion described in Section 7.4(b) of the Master Agreement and other than the costs of insurance carried by the Lessor, the Agent or any Lender pursuant to the last sentence of ARTICLE VIII(C)), 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 the Leased Property, or that are connected with or arise out of the acquisition (except the initial costs of purchase by Lessor of its interest in the Leased Property, which costs, subject to the terms of the Master Agreement, shall be funded by the Funding Parties pursuant to the Master Agreement), 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased 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 Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights to or on the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lender, the Agent or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Building or any part thereof, the PropertyAgent or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in the use, possession curtailment of or quiet enjoyment of the Property; (m) the exercise of interference with any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in ARTICLE XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right or any subtenant of Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor's willful misconduct or gross negligence. Nothing contained in this SECTION 3.5 is intended to perform be, nor shall be deemed to be, a waiver by Lessee of any such rights it may have at law or in equity to bring a cause of action at the expense against Lessor for its gross negligence, willful misconduct or breach of Lessor whether hereunder or pursuant to any law. contract, PROVIDED that Lessee waives all rights which are may not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or take any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertyRent due hereunder.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Properties, or that are connected with or arise out of the 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, shall be funded by the Funding Parties pursuant to 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon- compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Building or any part thereof, the PropertyAgent, any Ground Lessor or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoffaccount or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction other than solely by reason of Lessor's willful misconduct or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertygross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed ------------------------- notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, assessments and other expenses foreseen or unforeseen, for which such Lessee is or shall become liable by reason of such Lessee's estate, right, title or interest in the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document, any applicable IDB Documentation or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall ------------ - be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder, provided that each Lessee shall retain the right to pursue a cause of -------- action against Lessor for damages for a breach by Lessor of its obligations under the Operative Documents. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of any Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor's willful misconduct or gross negligence (other than gross negligence or willful misconduct imputed to Lessor as a result of any action or inaction on the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense part of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertya Lessee).

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is shall constitute a net lease and and, except as otherwise provided herein or in the other Operative Agreements, it is agreed and intended that Base Rent, Basic Rent and Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms amounts is absolute and unconditional. Under no circumstances , provided that if at any time the Lessee is required to make a payment of (i) Termination Value or (ii) an indemnity payment pursuant to Section 13 of the Participation Agreement to the Certificate Holders, and there shall exist any Lessor be obligated Liens attributable to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate the Certificate Holders (and the Lessee shall not have previously incurred a charge to discharge any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except Lessor Liens attributable to the extent otherwise expressly specified in this LeaseCertificate Holders), then the Lessee shall not take any action be entitled to terminatededuct from the portion required to be paid to the Certificate Holders of Termination Value or payment of indemnity, rescind or void this Lease and as the case may be, an amount sufficient to so reimburse the Lessee for the cost of discharging such Lessor Liens, as the case may be. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Property any portion of any Equipment, or any part thereof, or the failure of the Property any Equipment to comply with all Applicable LawsLegal Requirements, including any inability to occupy or use the Property any Equipment by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping contamination of or Release from or destruction of or any requisition or taking of the Property any Equipment 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 Property any Equipment or any part thereof including evictionthereof; (d) any defect in title to or rights to the Property any Equipment or any Lien on such title or rights to the Propertyor on any Equipment; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, Certificate Holders, Trustee, Indenture Trustee or any PersonSecurityholder; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, Certificate Holders, the Trust Company, Trustee, Indenture Trustee, any Securityholder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, Certificate Holders, the Trust Company, Trustee, Indenture Trustee, any Securityholder or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including including, without limitation limitation, Lessor, Certificate Holders, the LenderTrust Company, Trustee, Indenture Trustee or any vendor, manufacturer, contractor of or for the PropertySecurityholder; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor of this Lease or any provision hereofhereof or any of the other Operative Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or any interference with the use, possession construction on or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Equipment or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in this Lease, this This Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided herein or in this Leasethe other Operative Agreements, and Lessee, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances If for any reason whatsoever this Lease shall be terminated in whole or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or in part by operation of all law or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Leaseotherwise, except as otherwise expressly provided herein; herein or in the other Operative Agreements, Lessee 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 (iii) 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. 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 statutory lien right to recover all or offset right against any part of such payment from Lessor, Certificate Holders, Indenture Trustee, Trustee, 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 Equipment and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or its propertyany subtenant of Lessee on any account or for any reason whatsoever other than resulting from Lessor's gross negligence or willful misconduct.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is shall constitute a net lease and and, except as otherwise provided herein or in the other Operative Agreements, it is agreed and intended that Base Rent, Basic Rent and Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms amounts is absolute and unconditional. Under no circumstances , provided, that if at any time the Lessee is required to make a payment of (i) Termination Value or (ii) an indemnity payment pursuant to Section 12 of the Participation Agreement to the Investor, and there shall exist any Lessor be obligated Liens attributable to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate the Investor (and the Lessee shall not have previously incurred a charge to discharge any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except Lessor Liens attributable to the extent otherwise expressly specified in this LeaseInvestor), then the Lessee shall not take any action be entitled to terminatededuct from the portion required to be paid to the Investor of Termination Value or payment of indemnity, rescind or void this Lease and as the case may be, an amount sufficient to so reimburse the Lessee for the cost of discharging such Lessor Liens, as the case may be. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Property any portion of any Equipment, or any part thereof, or the failure of the Property any Equipment to comply with all Applicable LawsLegal Requirements, including any inability to occupy or use the Property any Equipment by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping contamination of or Release from or destruction of or any requisition or taking of the Property any Equipment 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 Property any Equipment or any part thereof including evictionthereof; (d) any defect in title to or rights to the Property any Equipment or any Lien on such title or rights to the Propertyor on any Equipment; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, Investor, Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, Investor, Agent, any Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, Investor, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including including, without limitation limitation, Lessor, the LenderInvestor, Agent or any vendor, manufacturer, contractor of or for the PropertyLender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor of this Lease or any provision hereofhereof or any of the other Operative Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or any interference with the use, possession construction on or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Equipment or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in this Lease, this This Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided herein or in this Leasethe other Operative Agreements, and Lessee, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances If for any reason whatsoever this Lease shall be terminated in whole or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or in part by operation of all law or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Leaseotherwise, except as otherwise expressly provided herein; herein or in the other Operative Agreements, Lessee 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 (iii) 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. 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 statutory lien right to recover all or offset right against 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 management of the Equipment and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or its propertyany subtenant of Lessee on any account or for any reason whatsoever other than resulting from Lessor's gross negligence or wilful misconduct.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and, notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and it is agreed and intended that Base Supplemental Rent, 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 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 Construction or the financing of the Construction and any other amounts payable hereunder by Lessee shall be paid paid, without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the Leased Property by reason of such noncompliance; non-compliance, (bii) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental conditions on the Property or any property in the vicinity of the Property; (ciii) any restriction, prevention or curtailment of or interference with any use of the 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 to or on the Leased Property; , (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of any Person requested or consented to by any Person; Lessee, (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, the Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, the Lender or any other Person, or by any court, in any such proceeding; , (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (hvii) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease; , any other Operative Document or of any other agreement where such failure was caused by Lessee's failure to perform its obligations under the Operative Documents, (iviii) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereof; hereof or any of the other Operative Documents or any provision of any thereof by Lessee, (j) the impossibility of performance by Lessee or Lessor, or both; (kix) any action by any court, administrative agency or other Governmental Authority; , (lx) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; part thereof or (rxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not either Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles XV or XI of this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to Lessee assumes the sole responsibility for the condition, use, possession, controloperation, maintenance, alteration, rebuilding, replacing, repair, restoration or operation and management of all 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 part subtenant of the Property, so long as the Property Lessee on any account or for any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense reason whatsoever other than by reason of Lessor whether hereunder Lessor's willful misconduct or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or breach of any of the Property; (ii) to have its express obligations under any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertyOperative Document.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed ------------------------- notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, as otherwise provided herein or under the Operative Documents) counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, any Lender, the Agent, or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles XIV or X of -------- --- - this LeaseLease or elsewhere in this Lease or in other Operative Documents, this Lease shall be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of Basic Rent, and each payment of Supplemental Rent payable to the Agent, any kind Funding Party or any Indemnitee, made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is party to any agreements related thereto for any reason whatsoever subject only to the final sentence of this Leaseparagraph. 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of any Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor's willful misconduct or gross negligence. The Lessee agreements in this Section shall not affect any claim, action or right the Property; (ii) to Lessee may have any setoffagainst the Lessor, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, the Agent or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertyPerson.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base and, notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent, Additional Rent and Supplemental Rent 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 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 Construction or the financing of the Construction and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Lawsany applicable law, including any inability to occupy or use the Leased Property by reason of such noncompliance; , (bii) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or release from, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental conditions on the Property or any property in the vicinity of the Property; (ciii) any restriction, prevention or curtailment of or interference with any use of the 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 to or on the 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 any Person; Lessor or the Trustee, (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, the Trustee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, the Trustee or any other Person, or by any court, in any such proceeding; , (gvii) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; Improvement or the Trustee, (hviii) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease; , any other Operative Document or of any other 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, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereof; of any thereof whether or not related to the Operative Documents, (jx) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; , (kxi) any action by any court, administrative agency or other Governmental Authority; governmental authority, (lxii) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; part thereof or (rxiii) 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. Except as specifically set forth in Article XI of this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable Lawsapplicable law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminutiondiminuation, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the Property, so long as the Property Trustee or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction account or defense for any reason whatsoever other than by reason of Lessor's willful misconduct or to Base Rent, Supplemental Rent, gross negligence or breach of any other sums payable of its express obligations under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertyOperative Document.

Net Lease; No Setoff; Etc. It is the intention and agreement of the parties hereto that the obligations of Lessee Tenant hereunder shall be separate and independent covenants and agreements, and that the Facility Payment, Annual Base Rent, Supplemental Rent and all other sums payable by Lessee Tenant hereunder shall continue to be payable in all events, and that the obligations of Lessee Tenant hereunder shall continue unaffectedunaffected for any reason, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a an absolutely net lease and it is agreed and intended that the Facility Payment, Annual Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee Tenant shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, recoupment, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms is absolute and unconditionalunconditional and free from any charges, assessments, impositions, expenses or deductions of any and every kind or nature. Under no circumstances shall Lessor Landlord be obligated to repay LesseeTenant, refund to LesseeTenant, or return to LesseeTenant, any Facility Payment, Annual Base Rent, Supplemental Rent, or any other Rent or any portion thereof. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto or otherwise payable by Tenant pursuant to the terms and conditions of this Lease and the use and occupancy thereof that may arise or become due and payable prior to or with respect to the Term (whether or not the same shall become payable during the Term or thereafter) shall be paid by Tenant. Tenant assumes the sole responsibility for the condition, use, operation, maintenance, repair, replacement, underletting and management of the Premises and the Landlord shall have no responsibility in respect thereof and shall have no liability for damage to the Premises of Tenant or any subtenant of Tenant on any account for any reason whatsoever, other than by reason of such Landlord’s gross negligence. It is the purpose and intention of the parties to this Lease that the Facility Payment, Annual Base Rent, Supplemental Rent and all other Rent due hereunder shall be absolutely net to the Landlord and that this Lease shall yield, net to the Landlord, the Facility Payment, Annual Base Rent, Supplemental Rent and all other payments hereunder required to be made by Tenant as provided in this Lease. Tenant acknowledges that it accepts full risk of its being unable to occupy the Premises, by virtue of Event of Loss, early termination or Event of Default, or by any other reason, despite having paid the Facility Payment, Annual Base Rent, Supplemental Rent and any other amount payable hereunder with respect to such period. This Lease shall not terminate and Lessee Tenant shall not have any rights to terminate this Lease, during the Base Basic Term and any Renewal Terms (except as otherwise expressly provided in Article 12this Lease). Except to Without limiting the extent otherwise generality of the foregoing, except as elsewhere expressly specified provided in this Lease, Lessee this Lease shall not terminate and Tenant shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee Tenant hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any latent or other defect in the condition, merchantability, design, quality or fitness for use of the Property Premises or any part thereof, or the failure of the Property Premises to comply with all Applicable Laws, including any inability to occupy or use the Property Premises by reason of such noncompliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12this Lease), theft, scrapping or destruction of or any requisition or taking of the Property Premises or any part thereof, or any environmental conditions on the Property Premises or any property in the vicinity of the PropertyPremises; (c) any restriction, prevention deprivation, prevention, prohibition, or curtailment of or interference with any use of, access to or occupancy of the Property Premises or any part thereof including eviction; (d) any defect in title to or rights to the Property Premises or any Lien on such title or rights to the PropertyPremises or any inadequacy or failure of the description of the Premises to demise and let to Tenant the Premises intended to be leased hereunder; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to LesseeTenant, Lessor Landlord or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including without limitation LessorLandlord, the Lender, or any vendor, manufacturer, contractor of or for the PropertyPremises; (h) any action, omission, breach or failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease Lease, any of the Operative Documents, or any provision hereof or thereof, by operation of law or otherwise against or by Lessee Tenant or Lessor Landlord or any provision hereof; (j) the impossibility or illegality of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l1) any interference, interruption or cessation or delay in the use, possession or quiet enjoyment of the PropertyPremises; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor Landlord or Lessee Tenant under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor Landlord or Lessee Tenant or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of LesseeTenant’s use of the Property Premises under any Applicable Laws or otherwise, (p) the eviction of Lessee Tenant from possession of the Property, Premises by paramount title or otherwise, (q) any breach or default by the Lessor Landlord hereunder or under any other agreement between Lessor Landlord and LesseeTenant, (provided, that this provision shall not prohibit the Tenant from exercising any remedy it may have at law or in equity to collect damages or obtain specific performance; provided, further that damages to which Tenant may be entitled may in no event whatsoever be set off against or deducted from Rent), (r) any sale or other disposition of the Premises; or (rs) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing, any present or future law to the contrary notwithstanding. Except as specifically set forth in this Lease, this Lease shall be noncancellable by Lessee Tenant for any reason whatsoever and, except as expressly provided in this Lease, LesseeTenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under Except as otherwise expressly provided in Section 14.2(b)(iv) this Lease, under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the PropertyPremises, so long as the Property Premises or any part thereof is subject to this Lease, and Lessee Tenant expressly waives the right to perform any such action at the expense of Lessor Landlord whether hereunder or pursuant to any law. Lessee Tenant waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the PropertyPremises; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to the Facility Payment, Annual Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien Lien or offset right against Lessor Landlord or its property.Premises. Notwithstanding anything to the contrary in this Lease, it is specifically understood and agreed that there is and shall be absolutely no personal liability on the part of Landlord or any partner, shareholder, member or beneficiary of Landlord or its successors or permitted assigns with respect to any of the terms, covenants and conditions of this Lease, and any liability on the part of Landlord or its successors or assigns is and shall be limited to solely to its interest in the Premises and in any Net Taking Award or Net Casualty Award. Upon Landlord’s sale or transfer of the Project to a transferee that is not an Affiliate of Landlord, provided such transferee has assumed all of Landlord’s prospective obligations under this Lease, Landlord shall have no further liability of any kind whatsoever under this Lease for any liability accruing subsequent to such transfer, and Tenant shall look solely to such transferee for any recourse to the extent any recourse against the Landlord is provided for herein

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by the Funding Parties pursuant to 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document, any applicable IDB Documentation or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the any Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor's willful misconduct or gross negligence (except for willful misconduct and gross negligence imputed to Lessor solely as a result of its interest in any Leased Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property).

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and "triple net" lease. Except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by the Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, free from any charges, assessments, impositions, withholdings, expenses or reductions, and that the Lessee’s 's obligation to pay all such amounts, throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances All costs, expenses and obligations of every kind and nature whatsoever relating to the Facility and the appurtenances thereto and the use and occupancy thereof which may arise or become due and payable with respect to the period which ends on the Lease Term Expiration Date (whether or not the same shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, become payable during the Base Lease Term and any Renewal Terms (or thereafter) shall be paid by the Lessee except as otherwise expressly provided herein or in Article 12)another Operative Document. The Lessee assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of the Facility, and no Indemnitee shall have any responsibility in respect thereof or any liability for damage to the property of the Lessee, any subtenant of the Lessee or any other occupant of the Facility on any account or for any reason whatsoever other than by reason of, in the case of any particular Indemnitee, such Indemnitee's willful misconduct or gross negligence. Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitationincluding: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Property Facility or any part thereof, or the failure of the Property Facility to comply with all Applicable Laws, including any inability to occupy or use the Property Facility by reason of such noncompliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping or destruction of or any requisition or taking of the Property Facility 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 Property Facility or any part thereof including eviction; (d) any defect in title to or rights to the Property Facility or any Lien on such title or rights to or on the PropertyFacility; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim, set off, defense or right or claim that the Lessee has or might have against any Person, including without limitation the Lessor, the Lender, Administrative Agent (including in its individual capacity) or any vendor, manufacturer, manufacturer or contractor of or for the PropertyFacility; (h) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement, whether or not related to the transactions contemplated by the Operative Documents; (i) any invalidity, unenforceability, rejection illegality or disaffirmance of this Lease by operation of law or otherwise against or by the Lessee or Lessor or any provision hereofhereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility or illegality of performance by the Lessee or the Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l1) any interference, interruption change in or cessation in the use, possession or quiet enjoyment violation of the PropertyApplicable Laws; (m) any restriction, prevention or curtailment of or interference with the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance construction on or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under Facility or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rn) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Lease, this Lease shall not be noncancellable cancelable by the Lessee for any reason whatsoever and, except as expressly provided in this Lease, the Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base and, notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent, Additional Rent and Supplemental Rent 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 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 Construction or the financing of the Construction and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Lawsany applicable law, including any inability to occupy or use the Leased Property by reason of such noncompliance; , (bii) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or release from, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental conditions on the Property or any property in the vicinity of the Property; (ciii) any restriction, prevention or curtailment of or interference with any use of the 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 to or on the Property; 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 any Person; Lessor or the Trustee, (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, the Trustee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, the Trustee or any other Person, or by any court, in any such proceeding; , (gvii) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; Improvement or the Trustee, (hviii) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease; , any other Operative Document or of any other 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, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereof; of any thereof whether or not related to the Operative Documents, (jx) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; , (kxi) any action by any court, administrative agency or other Governmental Authority; governmental authority, (lxii) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; part thereof or (rxiii) 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. Except as specifically set forth in Article XI of this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable Lawsapplicable law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the Property, so long as the Property Trustee or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction account or defense for any reason whatsoever other than by reason of Lessor's willful misconduct or to Base Rent, Supplemental Rent, gross negligence or breach of any other sums payable of its express obligations under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertyOperative Document.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and and, except to the extent otherwise expressly specified in this Lease with respect to condemnation, without abatement, diminution or reduction and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated Lessee acknowledges that it accepts full risk of its being unable to repay Lesseeoccupy the Property, refund to Lesseeby virtue of Event of Loss, early termination or Lease Event of Default, or return to Lesseeby any other reason, any despite having paid Base RentRent for such period. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12Section 12.1). Except to the extent otherwise expressly specified in this LeaseSection 12.1, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the 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, salvage, loss, condemnation (except as set forth in Article 12Section 12.2 and 12.3 below), theft, scrapping or destruction of or any requisition or taking of the 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 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 to the Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this LeaseLease or of any other agreement (including Section 23.2 hereof); (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereofhereof or any other agreement, or any provision of any thereof; (j) the impossibility of performance by Lessee or Lessor, or bothboth or any other Person; (k) any action by any court, administrative agency or other Governmental Authority; (l1) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, ; (on) the prohibition or restriction of Lessee’s 's use of the Property under any Applicable Laws or otherwise, ; (po) the eviction of Lessee from possession of the Property, by paramount title or otherwise, ; (qp) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (rq) 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. Except as specifically set forth in this Lease, this Lease shall be noncancellable non-cancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor Lessor, whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease ------------------------- and it is agreed notwithstanding any other provision of this Lease, the Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), assessments and other expenses foreseen or unforeseen, for which the Lessee or any Indemnitee is or shall become liable by reason of the Lessee'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 (except the initial costs of purchase by the Lessor of its interest in the Leased Property, which costs, subject to the terms of the Master Agreement, shall be 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 Property or any portion thereof, and any other amounts payable hereunder by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that the Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased 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 Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights to or on the Leased Property; (e) 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 Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, Lessor the Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee the Lessee, the Lessor, any Lender, the Agent or any other Person, or by any court, in any such proceeding; (g) any right or claim that the Lessee has or might have against any Person, including without limitation limitation, the Lessor, the Lender, or any vendor, manufacturer, contractor of or for the PropertyLeased Property or any part thereof, the Agent, any Governmental Authority, or any Lender; (h) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by the Lessee or Lessor or any provision hereofhereof 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 or Lessorthe Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles X or XIV of this Lease, this Lease shall be noncancellable by the Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and the Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by the Lessee hereunder shall be final and the Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from the PropertyLessor, so long as the Property Agent, any Lender or any part thereof is subject party to this Leaseany agreements related thereto for any reason whatsoever. The Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property leased by it, and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either the Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoffaccount or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction other than solely by reason of the Lessor's willful misconduct or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertygross negligence.

Net Lease; No Setoff; Etc. It This Lease shall constitute a net ------------------------- lease and, except as otherwise provided herein or in the other Operative Agreements, it is the intention of the parties hereto intended that the obligations of Lessee hereunder shall be separate Basic Rent and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms amounts is absolute and unconditional. Under no circumstances , provided, that if at any time the Lessee is required to make a payment of (i) Termination Value or (ii) an indemnity payment pursuant to Section 12 of the Participation Agreement to the Investor, and there shall exist any Lessor be obligated Liens attributable to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate the Investor (and the Lessee shall not have previously incurred a charge to discharge any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except Lessor Liens attributable to the extent otherwise expressly specified in this LeaseInvestor), then the Lessee shall not take any action be entitled to terminatededuct from the portion required to be paid to the Investor of Termination Value or payment of indemnity, rescind or void this Lease and as the case may be, an amount sufficient to so reimburse the Lessee for the cost of discharging such Lessor Liens, as the case may be. The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including including, without limitation, to the maximum extent permitted by law: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Property any portion of any Equipment, or any part thereof, or the failure of the Property any Equipment to comply with all Applicable LawsLegal Requirements, including any inability to occupy or use the Property any Equipment by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping contamination of or Release from or destruction of or any requisition or taking of the Property any Equipment 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 Property any Equipment or any part thereof including evictionthereof; (d) any defect in title to or rights to the Property any Equipment or any Lien on such title or rights to the Propertyor on any Equipment; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, Investor, Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, Investor, Agent, any Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, Investor, Agent, any Lender or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including including, without limitation limitation, Lessor, the LenderInvestor, Agent or any vendor, manufacturer, contractor of or for the PropertyLender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor of this Lease or any provision hereofhereof or any of the other Operative Agreements or any provision of any thereof; (j) the impossibility of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or any interference with the use, possession construction on or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Equipment or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in this Lease, this This Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided herein or in this Leasethe other Operative Agreements, and Lessee, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances If for any reason whatsoever this Lease shall be terminated in whole or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or in part by operation of all law or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Leaseotherwise, except as otherwise expressly provided herein; herein or in the other Operative Agreements, Lessee 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 (iii) 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. 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 statutory lien right to recover all or offset right against 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 management of the Equipment and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or its propertyany subtenant of Lessee on any account or for any reason whatsoever other than resulting from Lessor's gross negligence or wilful misconduct.

Net Lease; No Setoff; Etc. It This Lease is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate an absolute triple- ------------------------- net lease and independent covenants and agreements, and that Base Rent, Supplemental Rent and all notwithstanding any other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease , Lessee shall pay all Basic Rent and it is agreed and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes and other items covered by the exclusion described in Section 7.4(b) of the Master Agreement), assessments and other operating and capital 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 the Leased Property, or that are connected with or arise out of the acquisition (except the initial costs of purchase by Lessor of its interest in the Leased Property, which costs, subject to the terms of the Master Agreement, shall be funded by the Funding Parties pursuant to the Master Agreement), 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased 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 Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights to or on the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lender, the Agent or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for the PropertyBuilding or any part thereof, the Agent or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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, provided that nothing set forth herein shall be deemed to be a waiver of any -------- other rights or causes of action that Lessee may have against Lessor as a result of Lessor's willful misconduct, gross negligence or breach of any provision of this Lease or any other Operative Document. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in ----------- - any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoffaccount or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction other than solely by reason of Lessor's willful misconduct or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertygross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease -------------------------- and it is agreed notwithstanding any other provision of this Lease, the Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), assessments and other expenses foreseen or unforeseen, for which the Lessee or any Indemnitee is or shall become liable by reason of the Lessee'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 (except the initial costs of purchase by the Lessor of its interest in the Leased Property, which costs, subject to the terms of the Master Agreement, shall be 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 Property or any portion thereof, and any other amounts payable hereunder by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that the Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased 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 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 to the Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (r) 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. Except as specifically set forth in this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.part

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, Taxes (other than Taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Properties, or that are connected with or arise out of the 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, shall be funded by the Funding Parties pursuant to 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Building or any part thereof, the PropertyAgent, any Ground Lessor or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoffaccount or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction other than solely by reason of Lessor's willful misconduct or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertygross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes and other items covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Property, or that are connected with or arise out of the acquisition (except the initial costs of purchase by Lessor of its interest in the Leased Property, which costs, subject to the terms of the Master Agreement, shall be funded by the Funding Parties pursuant to the Master Agreement), 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased 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 Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights to or on the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lender, the Agent or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Building or any part thereof, the PropertyAgent or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in the use, possession curtailment of or quiet enjoyment of the Property; (m) the exercise of interference with any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have Lessee on any setoffaccount or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense other than solely by reason of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor Lessor's or its propertyagent's (other than Lessee) or employee's willful misconduct or gross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and and, except to the extent otherwise expressly specified in this Lease with respect to condemnation, without abatement, diminution or reduction and that Lessee’s 's obligation to pay all an such amounts, throughout the Base Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated Lessee acknowledges that it accepts full risk of its being unable to repay Lesseeoccupy the Property, refund to Lesseeby virtue of Event of Loss, early termination or Lease Event of Default, or return to Lesseeby any other reason, any despite having paid Base RentRent for such period. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12Section 12.1). Except to the extent otherwise expressly specified in this LeaseSection 12.l, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the 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, salvage, loss, condemnation (except as set forth in Article 12Section 12.2 and 12.3 below), theft, scrapping or destruction of or any requisition or taking of the 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 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 to the Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this LeaseLease or of any other agreement (including Section 23.2 hereof); (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereofhereof or any other agreement, or any provision of any thereof; (j) the impossibility of performance by Lessee or Lessor, or bothboth or any other Person; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the th e Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, ; (on) the prohibition or restriction of Lessee’s 's use of the Property under any Applicable Laws or otherwise, ; (po) the eviction of Lessee from possession of the Property, by paramount title or otherwise, ; (qp) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (rq) 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. Except as specifically set forth in this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor Lessor, whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, : counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and, notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and it is agreed and intended that Base Supplemental Rent, 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 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 Construction or the financing of the Construction and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: limitation (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the Leased Property by reason of such noncompliance; non-compliance, (bii) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental conditions on the Property or any property in the vicinity of the Property; (ciii) any restriction, prevention or curtailment of or interference with any use of the 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 to or on the Leased Property; , (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of any Person requested or consented to by any Person; Lessee, (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, the Lender or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, the Lender or any other Person, or by any court, in any such proceeding; , (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (hvii) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease; , any other Operative Document or of any other agreement where such failure was caused by Lessee's failure to perform its obligations under the Operative Documents, (iviii) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereof; hereof or any of the other Operative Documents or any provision of any thereof by Lessee, (j) the impossibility of performance by Lessee or Lessor, or both; (kix) any action by any court, administrative agency or other Governmental Authority; , (lx) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; part thereof or (rxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not either Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles XV or XI of this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to Lessee assumes the sole responsibility for the condition, use, possession, controloperation, maintenance, alteration, rebuilding, replacing, repair, restoration or operation and management of all 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 part subtenant of the Property, so long as the Property Lessee on any account or for any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred reason whatsoever other than by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.reason of

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by the Funding Parties pursuant to 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have any setoffLessee on any account or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense other than solely by reason of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor Lessor’s or its propertyagent’s (other than a Lessee or the Construction Agent) or employee’s willful misconduct or gross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and without deduction, defense, abatement, diminution or reduction reduction, except in the case of notices and demands as expressly provided herein to the contrary, and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms Terms, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent, except for manifest error. Lessee acknowledges that it accepts full risk of its being unable to occupy the Property, by virtue of an Event of Loss, early termination or a Lease Event of Default, or, except as set forth below in this Section 3.5, by any other reason, despite having paid Base Rent for such period. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Section 12.1 and Article 1221). Except to the extent otherwise expressly specified in this LeaseSection 12.1 and Article 21, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the 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, salvage, loss, condemnation (except as set forth in Article 12Section 12.2 and 12.3 below), theft, scrapping or destruction of or any requisition or taking of the 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 Property or any part thereof including lawful eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights to the PropertyProperty other than Lessor Liens materially adversely affecting Lessee's right to quiet enjoyment, provided that in no event shall any such adverse effect in any way affect Lessee's obligation to pay Base Rent so long as the Secured Notes are outstanding or to pay Supplemental Rent to any Person other than Lessor; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the LenderIndenture Trustee, any Holder, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereofhereof or any of the other Operative Documents or any other agreement, or any provision of any thereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, ; (n) any action with 4 respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, ; (o) the prohibition or restriction of Lessee’s 's use of the Property under any Applicable Laws or otherwise, ; (p) the lawful eviction of Lessee from possession of the Property, by paramount title or otherwise, ; (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (r) 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. Except as specifically set forth in Articles 12 and 21 of this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in Article 12 of this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder (other than for any Lessor Liens) or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property, provided, however, that nothing in the foregoing disclaimer shall interfere with any claims Lessee may now or hereafter have against Lessor in connection with a breach by Lessor of its covenant of quiet enjoyment set forth herein.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by the Funding Parties pursuant to 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have any setoffLessee on any account or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense other than solely by reason of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor Lessor's or its propertyagent's (other than a Lessee or the Construction Agent) or employee's willful misconduct or gross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any PersonLessor, the Agent or the Lender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, the Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, the Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Ground Lessor, any Governmental Authority, or the Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Articles XIV or X of this Lease, this Lease shall be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Property; (ii) to have any setoffLessee on any account or for any reason whatsoever, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction other than solely by reason of Lessor's willful misconduct or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertygross negligence.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, diminution or reduction and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. Lessee acknowledges that it accepts full risk of its being unable to occupy the Property, by virtue of Event of Loss, or Lease Event of Default, or by any other reason, despite having paid Base Rent for such period. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12Section 12.1). , Except to the extent otherwise expressly specified in this LeaseSection 12.1, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the 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, salvage, loss, condemnation (except as set forth in Article 12Section 12.2 and 12.3 below), theft, scrapping or destruction of or any requisition or taking of the 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 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 to the Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s 's use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (r) 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. Except as specifically set forth in this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, Lessee, to the extent now - 3 - or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. , Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, the Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, assessments and other expenses foreseen or unforeseen, for which the Lessee or any Indemnitee is or shall become liable by reason of the Lessee’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 (except the initial costs of purchase by Lessor of its interest in the Leased Property, which costs shall be funded by the Funding Parties pursuant to the Master Agreement), construction (except Construction Costs, which costs shall be funded by the Funding Parties pursuant to the Master Agreement), 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that the Lessee’s obligation to pay all such amounts, amounts throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the Leased 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 Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the Leased Property or any Lien on such title or rights to or on the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Agent or any PersonFunding Party; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, Lessor any Funding Party, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee the Lessee, any Funding Party, the Agent or any other Person, or by any court, in any such proceeding; (g) any right or claim that the Lessee has or might have against any Person, including without limitation Lessorlimitation, the Lender, or any vendor, manufacturer, contractor of or for the PropertyLeased Property or any part thereof, the Agent, any Governmental Authority, or any Funding Party; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by the Lessee or Lessor or any provision hereofhereof or any of the other Operative Documents or any provision of any thereof whether or not related to the Transactions; (j) the impossibility or illegality of performance by Lessee or Lessorthe Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Leased Property under or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIV or Article X of this Lease, this Lease shall be noncancellable by the Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and the Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by the Lessee hereunder shall be final and the Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from the PropertyAgent, so long as the Property any Funding Party or any part thereof is subject party to this Leaseany agreements related thereto for any reason whatsoever. The 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 the Lessee expressly waives or any subtenant of the right Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor’s willful misconduct or gross negligence (except to perform any such action at the expense extent imputed to Lessor solely by virtue of Lessor whether hereunder or pursuant to any lawits interest in the Leased Property). Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quitNotwithstanding the foregoing, terminate or surrender nothing in this Lease or Section 3.5 shall abrogate any of the Property; (ii) Lessee’s rights to have pursue a claim for damages against any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Funding Party arising from such Funding Party’s breach of or to Base Rent, Supplemental Rent, or any other sums payable its obligations under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertythe Operative Documents.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by the Funding Parties pursuant to 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lender, the Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertyAgent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lender or any part thereof is subject party to this Leaseany agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor’s willful misconduct or gross negligence (except for willful misconduct and gross negligence imputed to Lessor solely as a result of its interest in any Leased Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property).

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and “triple net” lease. Except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by the Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, free from any charges, assessments, impositions, withholdings, expenses or reductions, and that the Lessee’s obligation to pay all such amounts, throughout the Base Lease Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances All costs, expenses and obligations of every kind and nature whatsoever relating to the Facility and the appurtenances thereto and the use and occupancy thereof which may arise or become due and payable with respect to the period which ends on the Lease Term Expiration Date (whether or not the same shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, become payable during the Base Lease Term and any Renewal Terms (or thereafter) shall be paid by the Lessee except as otherwise expressly provided herein or in Article 12)another Operative Document. The Lessee assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of the Facility, and no Indemnitee shall have any responsibility in respect thereof or any liability for damage to the property of the Lessee, any subtenant of the Lessee or any other occupant of the Facility on any account or for any reason whatsoever other than by reason of, in the case of any particular Indemnitee, such Indemnitee’s willful misconduct or gross negligence. Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitationincluding: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Property Facility or any part thereof, or the failure of the Property Facility to comply with all Applicable Laws, including any inability to occupy or use the Property Facility by reason of such noncompliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping or destruction of or any requisition or taking of the Property Facility 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 Property Facility or any part thereof including eviction; (d) any defect in title to or rights to the Property Facility or any Lien on such title or rights to or on the PropertyFacility; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim, set off, defense or right or claim that the Lessee has or might have against any Person, including without limitation the Lessor, the Lender, Administrative Agent (including in its individual capacity) or any vendor, manufacturer, manufacturer or contractor of or for the PropertyFacility; (h) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement, whether or not related to the transactions contemplated by the Operative Documents; (i) any invalidity, unenforceability, rejection illegality or disaffirmance of this Lease by operation of law or otherwise against or by the Lessee or Lessor or any provision hereofhereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility or illegality of performance by the Lessee or the Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l1) any interference, interruption change in or cessation in the use, possession or quiet enjoyment violation of the PropertyApplicable Laws; (m) any restriction, prevention or curtailment of or interference with the exercise construction on, modification of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under Facility or any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rn) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Lease, this Lease shall not be noncancellable cancelable by the Lessee for any reason whatsoever and, except as expressly provided in this Lease, the Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a "triple" net lease and and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Lessee shall be paid without notice (except with respect to Supplemental Rent for which notice is specifically required herein)notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, free from any charges, assessments, impositions, withholdings, expenses or reductions, and that Lessee’s 's obligation to pay all such amounts, throughout the Base Term and all applicable Renewal Terms is absolute and unconditional. Under no circumstances All costs, expenses and obligations of every kind and nature whatsoever relating to the Properties and the appurtenances thereto and the use and occupancy thereof which may arise or become due and payable with respect to the period which ends on the expiration or earlier termination of the Lease Term in accordance with the provisions hereof (whether or not the same shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, become payable during the Base Lease Term and any Renewal Terms (or thereafter) shall be paid by Lessee except as otherwise expressly provided herein or in Article 12)another Operative Document. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of the Properties, and no Indemnitee shall have any responsibility in respect thereof or any liability for damage to the property of Lessee, any subtenant of Lessee or any other occupant of the Properties on any account or for any reason whatsoever other than by reason of, in the case of any particular Indemnitee, such Indemnitee's willful misconduct or gross negligence. Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Property Properties or any part thereof, or the failure of the Property Properties to comply with all Applicable Laws, including any inability to occupy or use the Property Properties by reason of such noncompliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theft, scrapping or destruction of or any requisition or taking of the Property Properties 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 Property Properties or any part thereof including eviction; (d) any defect in title to or rights to the Property Properties or any Lien on such title or rights to or on the PropertyProperties; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor, the Lender, or any vendor, manufacturer, contractor of or for the Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Property; (m) the exercise of any remedy, including foreclosure, under the Mortgage, (n) any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lessee; or (r) 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. Except as specifically set forth in this Lease, this Lease shall be noncancellable by Lessee for any reason whatsoever and, except as expressly provided in this Lease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Property, so long as the Property or any part thereof is subject to this Lease, and Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property.any

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, each Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that each Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Syndication Agent or any PersonLender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to any Lessee, Lessor Lessor, any Lender, the Syndication Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee any Lessee, Lessor, any Lender, the Syndication Agent, any Ground Lessor or any other Person, or by any court, in any such proceeding; (g) any right or claim that any Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Leased Property or any part thereof, the PropertySyndication Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by any Lessee or Lessor or any provision hereofhereof 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 or Lessorany Lessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not any Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in ARTICLES XIV or X of this Lease, this Lease shall be noncancellable by each Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and each Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by such Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by a Lessee hereunder shall be final and such Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertySyndication Agent, so long as the Property any Lender or any part thereof is subject party to this Leaseany 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 expressly waives the right or any subtenant of any Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor's willful misconduct or gross negligence or failure to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender comply with this Lease or any of the Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its propertyOperative Document.

Net Lease; No Setoff; Etc. It is the intention of the parties hereto that the obligations of Lessee hereunder shall be separate and independent covenants and agreements, and that Base Rent, Supplemental Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events, and that the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. This Lease is a net lease and it is agreed notwithstanding any other provision of this Lease, Lessee shall pay all Basic Rent and intended that Base Supplemental Rent, Supplemental Rent and all costs, charges, taxes (other than taxes covered by the exclusion described in Section 7.4(b) of the Master Agreement), 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 the Leased Properties, or that are connected with or arise out of the 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, shall be 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 by Lessee shall be paid and under the other Operative Documents without notice (except with respect to Supplemental Rent for which notice is specifically required herein), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, and that Lessee’s 's obligation to pay all such amounts, amounts throughout the Base Term and all applicable Renewal Terms Lease Term, including the Construction Term, is absolute and unconditional. Under no circumstances shall Lessor be obligated to repay Lessee, refund to Lessee, or return to Lessee, any Base Rent. This Lease shall not terminate and Lessee shall not have any rights to terminate this Lease, during the Base Term and any Renewal Terms (except as otherwise expressly provided in Article 12). Except to the extent otherwise expressly specified in this Lease, Lessee shall not take any action to terminate, rescind or void this Lease and the The obligations and liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the any Leased Property or any part thereof, or the failure of the any Leased Property to comply with all Applicable LawsLaw, including any inability to occupy or use the any Leased Property by reason of such noncompliancenon-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation (except as set forth in Article 12), theftcontamination of or Release from, scrapping or destruction of or any requisition or taking of the any Leased 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 any Leased Property or any part thereof including eviction; (d) any defect in title to or rights to the any Leased Property or any Lien on such title or rights to the or on any Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the Agent, any PersonLease Participant or any Lender; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor Lessor, any Lease Participant, any Lender, the Agent or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Lessee, Lessor, any Lease Participant, any Lender, the Agent or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation limitation, Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Building or any part thereof, the PropertyAgent, any Lease Participant, any Lender or any Governmental Authority; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement; (i) any invalidity, unenforceability, rejection invalidity or unenforceability or illegality or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or Lessor any provision hereof or any of the other Operative Documents or any provision hereofof any thereof whether or not related to the Transaction; (j) the impossibility or illegality of performance by Lessee or LessorLessee, Lessor or both; (k) any action by any court, administrative agency or other Governmental Authority; (l) any interferencerestriction, interruption prevention or cessation in curtailment of or interference with the use, possession Construction or quiet enjoyment of the Property; (m) the exercise any use of any remedy, including foreclosure, under the Mortgage, (n) Leased Property or any action with respect to this Lease (including the disaffirmance or rejection hereof) which may be taken by Lessor or Lessee under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Lessor or Lessee or by any court under the Federal Bankruptcy Code or otherwise, (o) the prohibition or restriction of Lessee’s use of the Property under any Applicable Laws or otherwise, (p) the eviction of Lessee from possession of the Property, by paramount title or otherwise, (q) any breach or default by the Lessor hereunder or under any other agreement between Lessor and Lesseepart thereof; or (rm) 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. Except as specifically set forth in Article XIV or X of this Lease, this Lease shall be noncancellable by Lessee for in any reason circumstance whatsoever and, except as expressly provided in this Lease, and Lessee, to the extent now or hereafter permitted by Applicable LawsLaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder. Under no circumstances or conditions shall Lessor be expected or required to make any Each payment of any kind Rent made by Lessee hereunder shall be final and Lessee shall not seek or have any obligations with respect right to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of recover all or any part of such payment from Lessor, the PropertyAgent, so long as the Property any Lease Participant, any Lender or any part thereof is subject party to this Leaseany agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Properties and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of either Lessee expressly waives the right to perform any such action at the expense of Lessor whether hereunder or pursuant to any law. Lessee waives all rights which are not expressly stated herein but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any subtenant of the Lessee on any account or for any reason whatsoever, other than solely by reason of Lessor's willful misconduct or gross negligence (except for willful misconduct and gross negligence imputed to Lessor solely as a result of its interest in any Leased Property; (ii) to have any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Base Rent, Supplemental Rent, or any other sums payable under this Lease, except as otherwise expressly provided herein; and (iii) to have any statutory lien or offset right against Lessor or its property).