Common use of Net Lease; Non-Terminability Clause in Contracts

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of any Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any of the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, Lease during the Term. Except This is a net lease and, except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; , and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property circumstance or event, or for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any CondemnationCondemnation (except as provided in Paragraph 13), (iii) the prohibition, limitation or restriction of Tenantof, or interference with, Xxxxxx’s use of any of the Leased PropertyPremises, (iv) any eviction by paramount title title, constructive eviction or otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, or (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Applicable Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless expressly provided in this Lease to the contrary or unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for actual damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Basic Rent or Additional Rent payable under this LeaseLease or to exercise any of the other rights waived in Section 7(c) below. (cb) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))any Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise, provided that if no Event of Default has occurred and is continuing, this Lease is terminated by Landlord under the Federal Bankruptcy Code or such trustee, receiver or liquidator or by any court under the Federal Bankruptcy Code and Tenant is dispossessed of the Leased Premises, Tenant shall have no obligation to pay Basic Rent or any other obligation under this Lease that accrues after such termination and dispossession so long as Xxxxxx has returned the Leased Premises in accordance with the terms of this Lease. (dc) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which that are not expressly stated or reserved in this Lease but which that may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien Lien or offset right against Landlord or its property. (d) Tenant represents and warrants that Tenant has independently verified that the transaction contemplated by this Lease complies with all regulations applicable to the Tenants business, including without limitation any regulations applicable to the sale of the Property by [Tenant] to Landlord pursuant to that certain [Purchase and Sale Agreement” (the “Sale Agreement”) and subsequent leaseback of the Property by Xxxxxx as contemplated herein (collectively, the “Sale-Leaseback Regulations”). Tenant has obtained all required regulatory approvals as may be necessary or appropriate in connection with the transaction contemplated by the Sale Agreement and this Lease, and Xxxxxx is entering the transaction contemplated by the Sale Agreement and this Lease solely relying on, and after full review of, their own due diligence and not on the basis of any statement made by Landlord or any Indemnitees. Neither Landlord nor any Indemnitees has made any representation or warranty to Tenant as it relates to the Sale-Leaseback Regulations or the compliance of this transaction with any of the Sale-Leaseback Regulations. To the fullest extent permitted by applicable law, Tenant shall indemnify and hold harmless Landlord and the Indemnitees from and against any and all claims, losses, damages, expenses and other liabilities arising with respect to the Sale-Leaseback Regulations (collectively referred to as “Regulatory Claims” and individually as a “Regulatory Claim”), including, as incurred, reasonable, out-of-pocket attorneys’ fees, that Tenant, Parent or any Affiliates thereof may incur that arise out of or in connection with the Seller’s breach of any representation, warranty or other obligation in this Paragraph 7(d). Landlord shall promptly notify Tenant of any Regulatory Claim filed against Landlord or any Indemnitees, and Tenant shall defend Landlord and the Indemnitees, at the request of Landlord or any one or more of the Indemnitees, with counsel reasonably satisfactory to Landlord or the applicable Indemnitees making the request. The terms of this Paragraph 7(d) shall survive the expiration or earlier termination of this Lease.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paidand, except as otherwise expressly set forth in this Leaseprovided to the contrary herein, all Monetary Obligations shall be paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this (collectively, a “Set-Off”). (b) This Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 the rights of Landlord and 14), the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: reason or cause whatsoever foreseen or unforeseen. (ic) any damage to or destruction of any Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingThe obligation to pay Rent or amounts equal thereto shall not be affected by any collection of rents by any governmental body pursuant to a tax lien or otherwise, Tenant shall have the right to pursue even though such obligation results in a cause double payment of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent. All Rent payable under this Leaseby Tenant hereunder shall constitute “rent” for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoffSet-Off of any Monetary Obligations. (e) Tenant’s agreements in the preceding subparagraphs (a) through (d) should not affect any claim, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction action or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right Tenant may have against Landlord or its propertysubject, however, to the limitations set forth in Paragraph 30.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, Lease during the Term. Except This is a net lease and, except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; , and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property circumstance or event, or for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any CondemnationCondemnation (except as provided in Paragraph 13), (iii) the prohibition, limitation or restriction of Tenantof, or interference with, Xxxxxx’s use of any of the Leased PropertyPremises, (iv) any eviction by paramount title title, constructive eviction or otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, or (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Applicable Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless expressly provided in this Lease to the contrary or unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for actual damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Basic Rent or Additional Rent payable under this LeaseLease or to exercise any of the other rights waived in Section 7(c) below. (cb) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))any Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise, provided that if no Event of Default has occurred and is continuing, this Lease is terminated by Landlord under the Federal Bankruptcy Code or such trustee, receiver or liquidator or by any court under the Federal Bankruptcy Code and Tenant is dispossessed of the Leased Premises, Tenant shall have no obligation to pay Basic Rent or any other obligation under this Lease that accrues after such termination and dispossession so long as Xxxxxx has returned the Leased Premises in accordance with the terms of this Lease. (dc) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which that are not expressly stated or reserved in this Lease but which that may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien Lien or offset right against Landlord or its property. (d) Tenant represents and warrants that Tenant has independently verified that the transaction contemplated by this Lease complies with all regulations applicable to the Tenants business, including without limitation any regulations applicable to the sale of the Property by [Tenant] to Landlord pursuant to that certain [Purchase and Sale Agreement” (the “Sale Agreement”) and subsequent leaseback of the Property by Tenant as contemplated herein (collectively, the “Sale-Leaseback Regulations”). Tenant has obtained all required regulatory approvals as may be necessary or appropriate in connection with the transaction contemplated by the Sale Agreement and this Lease, and Xxxxxx is entering the transaction contemplated by the Sale Agreement and this Lease solely relying on, and after full review of, their own due diligence and not on the basis of any statement made by Landlord or any Indemnitees. Neither Landlord nor any Indemnitees has made any representation or warranty to Tenant as it relates to the Sale-Leaseback Regulations or the compliance of this transaction with any of the Sale-Leaseback Regulations. To the fullest extent permitted by applicable law, Tenant shall indemnify and hold harmless Landlord and the Indemnitees from and against any and all claims, losses, damages, expenses and other liabilities arising with respect to the Sale-Leaseback Regulations (collectively referred to as “Regulatory Claims” and individually as a “Regulatory Claim”), including, as incurred, reasonable, out-of-pocket attorneys’ fees, that Tenant, Parent or any Affiliates thereof may incur that arise out of or in connection with the Seller’s breach of any representation, warranty or other obligation in this Paragraph 7(d). Landlord shall promptly notify Tenant of any Regulatory Claim filed against Landlord or any Indemnitees, and Tenant shall defend Landlord and the Indemnitees, at the request of Landlord or any one or more of the Indemnitees, with counsel reasonably satisfactory to Landlord or the applicable Indemnitees making the request. The terms of this Paragraph 7(d) shall survive the expiration or earlier termination of this Lease.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have have, and hereby waives, any right to terminate this Lease, Lease during the Term. Except This is a net lease and, except as otherwise expressly provided in this Lease, Tenant shall not be entitled to to, and hereby waives any right to, any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; , and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property circumstance or event, or for any reason, including but not limited to the following: (i) any damage to or destruction of any the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of of, or interference with, Tenant’s use of any the Leased PropertyPremises, (iv) any eviction by paramount title title, constructive eviction or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreementagreement between Landlord and Tenant, (vii) any latent or other defect in, or any theft or loss of, any the Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under LandlordPremises, or (xviii) any other cause, whether similar or dissimilar to the foregoing, any present or future Applicable Law to the contrary notwithstanding. It This Lease is an absolute and unconditional obligation of Tenant, and it is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless expressly provided in this Lease to the contrary or unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for actual damages resulting from Landlord’s default under this LeaseLease or from the gross negligence or willful misconduct of Landlord or its agents or employees, it being understood that Tenant shall have no right to set off any such damages against the Basic Rent or Additional Rent payable under this Lease. (cb) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))any Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This , provided that if no Event of Default has occurred and is continuing, this Lease is terminated by Landlord, or by any trustee, receiver, liquidator or court, under the absolute Federal Bankruptcy Code and unconditional Tenant is dispossessed of the Leased Premises, Tenant shall have no obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to pay Basic Rent or any Additional Rent, except other obligation under this Lease that accrues after such termination and dispossession so long as otherwise expressly provided Tenant has returned the Leased Premises in accordance with the terms of this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic all Base Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, paid without notice (except as otherwise expressly set forth specifically provided in this Lease, without notice), demand, setoff, counterclaim, recoupment, abatementabatement (except as otherwise specifically provided in Sections 5.2, 8.4, 10.1 and 16.1 of this Lease), suspension, deferment, diminution, deduction, reduction or defense. (b) Except This Lease shall not terminate (except as otherwise expressly provided in Articles 10, 12 and 16 of this Lease), this Lease shall not terminate and Tenant shall not have any right to terminate this Lease (except as expressly provided in Articles 10 and 16 of this Lease), during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Base Rent, Additional Rent or Additional Rentany other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s 's use of any of the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, except as otherwise expressly provided in Article 10 hereunder, (ii) any CondemnationCondemnation (except as otherwise expressly provided in Article 16 hereof), (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under LandlordLeased Premises, or (xvii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Base Rent, Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision Articles 10 or 16 of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Base Rent, Additional Rent or any Additional Rent, except as otherwise expressly provided in other sums payable under this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. It is the intention of the parties hereto that the Fixed Rent shall be an absolutely net return to Landlord throughout the Term of this Lease. In order that such Rent shall be absolutely net to Landlord, except as and to the extent otherwise expressly provided in paragraph 9(b) of this Lease, Tenant shall pay when due, and save Landlord harmless from and against, any and all costs, charges and expenses attributable to the Premises, including each fine, fee, penalty, charge (including governmental charges), assessments, sewer rent, Impositions, insurance premiums as may be required from time to time by Landlord or Mortgagee, utility expenses, carrying charges, costs, expenses and obligations of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, the payment for which Landlord or Tenant is, or shall become liable by reason of any rights or interest of Landlord or Tenant in, to or under the Premises or this Lease or in any manner relating to the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation of the Premises, or of any portion thereof. This paragraph 7(a) shall not limit Landlord’s express obligations, if any, pursuant to paragraphs 8(c), 9(b), 10 and 14 of this Lease from and after the Premises Conversion Date. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except except as otherwise expressly provided in this Leaseparagraphs 10 and 14, nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of, diminutionor setoff, deduction, reduction counterclaim or defense of or to Basic with respect to, Rent or Additional Rent; and subject to the terms of this Lease and hereunder except as otherwise expressly provided in this Lease (including Paragraphs 13 paragraphs 10 and 14), nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) subject to paragraph 14, the taking of the Premises or any Condemnationportion thereof by condemnation, requisition or eminent domain proceedings; (iii) the prohibition, limitation or restriction of or interference with Tenant’s use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s acquisition of or ownership of all or any Leased Property other part of the Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, the Related Leases or under any other agreement, agreement to which Landlord and Tenant may be parties; (vii) any latent defect in the condition, merchantability, design, construction, quality or other defect in, or any theft or loss of, any Leased Property fitness for use of the Premises or any part thereof, or the failure of the Premises to comply with all Legal Requirements, including any inability to occupy or use the Premises by reason of such non-compliance; (viii) any defect in title to or rights to the breach of Premises or any warranty of any seller lien on such title or manufacturer of any of rights or on the Equipment, Premises; (ix) any violation of Paragraph 4(c) by Landlord bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant, Landlord, or any other person lawfully claiming through Person, or under any action taken with respect to this Lease by any trustee or receiver of Tenant, Landlord, or any other Person, or by any court, in any such proceeding; (x) any claim that Tenant has or might have against any Person, including without limitation Landlord, any vendor, manufacturer, contractor of or for the Premises; (xi) any invalidity or unenforceability or illegality or disaffirmance of this Lease or against or by Tenant or any provision hereof; (xii) the impossibility or illegality of performance by Tenant, Landlord or both; (xiii) any action by any court, administrative agency or other causegovernmental authority, or (xiv) any other cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic the Fixed Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an any express provision of this Lease. Notwithstanding the foregoingExcept as expressly provided in paragraph 10, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood agrees that Tenant shall have no right will not be relieved of the obligations to set off pay the Fixed Rent or any such damages against Additional Rent in case of damage to or destruction of the Rent payable under this LeasePremises. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Landlord or its successor in interest, or (iiiii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successor in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of, diminutionor setoff, deduction, reduction counterclaim or defense of or to Basic with respect to, the Fixed Rent, Additional Rent or any Additional Rentother sums payable under this Lease. Tenant shall remain obligated under this Lease in accordance with its terms and Tenant hereby waives any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, except as otherwise expressly provided Tenant shall be bound by all of the terms and conditions contained in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "SET-OFF"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(cany provision of this Lease by Landlord, except for dispossession, eviction or ejection of Tenant in violation of this Lease, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, except for dispossession, eviction or ejection of Tenant in violation of this Lease, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoffnotice or demand and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense, except as specifically provided herein to the contrary (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in this Leaseherein, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense rights of or to Basic Rent or Additional Rent; Landlord and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (vii) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c4(b) or any other provision of this Lease by Landlord, (x) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord or Tenant, (xi) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (xii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xiii) any interference with Tenant's use of the Leased Premises, (xiv) market or economic changes or (xxv) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paidand, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease any present or future Law to the contrary notwithstanding, shall not terminate and Tenant terminate, nor shall not have the Lessee be entitled to any right abatement, reduction, set-off, counterclaim, defense or deduction with respect to terminate this Lease, during the Termany Rent or other sum payable hereunder. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease the Lessee shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of any the Leased Property or any part thereof by any cause whatsoeverwhatsoever (including, without limitation, by fire, Event of Loss or act of God or enemy or any other force majeure event); (ii) any CondemnationRequisition of Use, including, without limitation, a temporary Requisition of Use of the Leased Property or any part thereof; (iii) the any prohibition, limitation limitation, restriction or restriction prevention of Tenant’s use the Lessee's use, occupancy or enjoyment of the Leased Property or any Leased Property, part thereof by any Person; (iv) any eviction by paramount matter affecting title to the Leased Property or otherwise, any part thereof; (v) Tenant’s acquisition any eviction of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect inLessee from, or any theft or loss of possession by the Lessee of, any the Leased Property or any part thereof, by reason of title paramount or otherwise; (vi) any default by the Lessor hereunder; (vii) the invalidity or unenforceability of any provision hereof or in the other Operative Documents or the impossibility or illegality of performance by the Lessor or the Lessee or both; (viii) the breach any action of any warranty of any seller Governmental Authority; or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord other cause or any other person lawfully claiming through or under Landlord, or (x) any other causeoccurrence whatsoever, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the The parties hereto intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent the Lessee hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (cb) Tenant agrees that it The Lessee shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Lessor or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under court. Except as expressly permitted in this Lease, the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease, or to any abatement or deferment of Rent or other sums payable hereunder or under the other Operative Documents. The Lessee shall remain obligated under this Lease in accordance with its terms, and the Lessee hereby waives any and all rights now or hereafter conferred by Law or otherwise to modify or to avoid strict compliance with its obligations under this Lease. All payments made to or for the benefit of the Lessor hereunder as required hereby shall be final, and the Lessee shall not seek to recover any such payment or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) part thereof for any statutory lien or offset right against Landlord or its propertyreason whatsoever, absent manifest error.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment by Landlord or any other agreement, (vii) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c4(b) or any other provision of this Lease by Landlord, (x) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (xi) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment by Landlord, (xii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under otherwise, (xiii) any interference with Tenant's use of the Leased Premises, (xiv) market or economic changes, (xv) failure to complete the Tenant Improvements, (xvi) failure of Landlord to pay Landlord's Share of Project Costs, or (xxvi) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is . (c) Except as may be specifically provided herein to the intention of the parties hereto that contrary, the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto)events, and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected by any breach of any provision hereof by Landlord unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding All Rent payable by Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under Bankruptcy Code). (d) Except as otherwise expressly provided in this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease to Landlord. It is the intent of the parties hereto that the Basic Rent payable under this Lease shall be an absolutely net return to Landlord and that Tenant shall pay all costs and expenses relating to the Premises and the business carried on therein, unless otherwise expressly provided to the contrary in this Lease. Any amount or obligation relating to the Premises which is not expressly declared to be that of Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant at Tenant's expense. Basic Rent and Additional Rent shall be paid, paid by Tenant without notice or demand (except as otherwise expressly set forth in this Lease, without notice, demandprovided herein), setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense; provided, however, that overpayments of Basic Rent or Additional Rent, as reasonably substantiated in writing by Tenant, shall be subject to a right of offset against subsequent payments of Basic Rent or Additional Rent. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and (except as otherwise expressly provided to the contrary in this Lease (including Paragraphs 13 and 14Paragraph 15), nor shall Tenant be entitled to any abatement of rent, nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to of the following: (i) the condition of the Premises at the commencement of the Term; (ii) any damage to or destruction of all or any Leased Property by any part of the Premises from whatever cause whatsoever, (ii) any Condemnation, regardless of whether the Improvements may be rebuilt following such damage or destruction to be the same as they were before such event because of applicable Legal Requirements or otherwise; (iii) the taking of the Premises or any portion thereof by condemnation, eminent domain, requisition or otherwise; (iv) the prohibition, limitation or restriction of Tenant’s 's use or occupancy of all or any Leased Propertypart of the Premises, or any interference with such use or occupancy; (ivv) any eviction by paramount title or otherwise, ; (vvi) Tenant’s 's acquisition of or ownership of all or any Leased Property other than pursuant to an express provision part of this Leasethe Premises, except as expressly provided herein; (vivii) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent agreement to which Landlord and Tenant may be parties; or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that the Basic Rent and the Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto)events, and that the obligations of Tenant under this Lease hereunder shall continue unaffectedunaffected in all events, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding anything to the foregoingcontrary contained above in this Paragraph 6, Tenant shall have the retains a separate and independent right to pursue a cause of action xxx Landlord or seek equitable remedies against Landlord for damages resulting from Landlord’s default under with respect to any claim Tenant may have against Landlord in any way relating to this LeaseLease or the Premises; provided, it being understood that however, any judgment, order or injunctive or equitable relief granted in favor of Tenant shall have no right to not xxxxx, be set off against, reduce or otherwise affect Tenant's obligation to pay Basic Rent or Additional Rent or terminate this Lease or reduce or otherwise affect any such damages against the Rent payable under this Leaseof Tenant's obligations hereunder. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, or winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Landlord or its successors in interest, or (iiiii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successors in interest or by any court under in any such proceeding, so long as Tenant is undisturbed in its right to occupy and use the Federal Bankruptcy Code or otherwisePremises. (d) This Lease is Tenant waives, to the absolute and unconditional obligation of Tenant. Tenant waives extent permitted by law, all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, deferment or reduction or defense of or to the Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, Lease during the Term. Except This is a net lease and, except as otherwise expressly provided in this LeaseLease (including Paragraphs 13 and 14 hereof), Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; , and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property circumstance or event, or for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of of, or interference with, Tenant’s use of any of the Leased PropertyPremises, (iv) any eviction by paramount title title, constructive eviction or otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, or (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Applicable Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless expressly provided in this Lease to the contrary or unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for actual damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Basic Rent or Additional Rent payable under this Lease. (cb) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the any Mortgage (subject to Tenant’s rights under the terms of Paragraph 16(a)(ii)16 and any SNDA), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise, provided that if no Event of Default has occurred and is continuing, this Lease is terminated by Landlord under the Federal Bankruptcy Code or such trustee, receiver or liquidator or by any court under the Federal Bankruptcy Code and Tenant is dispossessed of the Leased Premises, Tenant shall have no obligation to pay Basic Rent or any other obligation under this Lease that accrues after such termination and dispossession so long as Tenant has returned the Leased Premises in accordance with the terms of this Lease. (dc) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which that are not expressly stated or reserved in this Lease but which that may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyLien.

Net Lease; Non-Terminability. (a) This is a net lease and the obligations of Tenant hereunder shall be separate and independent covenants and agreements, and Basic Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall continue to be paidpayable in all events, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease is the absolute and unconditional obligation of Tenant and shall not terminate and Tenant shall not have any right to terminate this Lease, Lease during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or Additional Rentany other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding All costs and expenses (other than depreciation, interest on and amortization of debt incurred by Landlord, and costs incurred by Landlord in financing, refinancing or transferring title to the foregoing, Tenant shall have the right to pursue a cause Leased Premises and payment of action against Landlord for damages resulting from Landlord’s default income taxes with respect to rents received) and other obligations of every kind and nature whatsoever relating to the Leased Premises 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 Term in accordance with the provisions hereof (whether or not the same shall become payable during the Term or thereafter), including, without limitation, any and all of the same accruing under or payable pursuant to the Prime Lease, shall, except as expressly provided herein, be paid and performed by Tenant. Notwithstanding anything to the contrary contained in this Xxxxxxxxx 0, Xxxxxxxx’s and Tenant’s respective obligations under this Lease, it being understood that including, in the case of Tenant, the payment of Basic Rent, Additional Rent and any other sums payable by Tenant shall have no right to set off any such damages against the Rent payable under this Lease, but excluding those obligations which expressly survive expiration or earlier termination of this Lease, shall terminate upon termination of the Prime Lease, if applicable. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law Law (i) to quit, terminate or surrender this Lease or any the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. It is the intention of the parties hereto that the Fixed Rent shall be an absolutely net return to Landlord throughout the Term of this Lease. In order that such Rent shall be absolutely net to Landlord, Tenant shall pay when due, and save Landlord harmless from and against, any and all costs, charges and expenses attributable to the Premises, including each fine, fee, penalty, charge (including governmental charges), assessments, sewer rent, Impositions, insurance premiums as required herein, utility expenses, carrying charges, costs, expenses and obligations of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, the payment for which Landlord or Tenant is, or shall become liable by reason of any rights or interest of Landlord or Tenant in, to or under the Premises or this Lease or in any manner relating to the ownership, leasing, operation, management, maintenance, repair, rebuilding use or occupation of the Premises, or of any portion thereof; provided, however, that nothing herein contained shall be construed as imposing upon Tenant any obligation to pay any Excluded Expenses. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except except as otherwise expressly provided in this Lease, paragraphs 14 and 30 nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and hereunder except as otherwise expressly provided in this Lease (including Paragraphs 13 required by paragraphs 14 and 14), 30 nor shall the obligations of Tenant under this Lease shall not be affected (except as expressly provided in this Lease), by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) subject to paragraph 14, the taking of the Premises or any Condemnationportion thereof by condemnation, requisition or eminent domain proceedings; (iii) the prohibition, limitation or restriction of Tenant’s use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of or ownership of all or any Leased Property other part of the Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; or (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic the Fixed Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an any express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood agrees that Tenant shall have no right will not be relieved of the obligations to set off pay the Fixed Rent or any such damages against Additional Rent in case of damage to or destruction of or condemnation (except as expressly provided in paragraph 14) of the Rent payable under this LeasePremises. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid void this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Landlord or its successor in interest, or (iiiii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successor in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute TENANT WAIVES ALL RIGHTS WHICH MAY NOW OR HEREAFTER BE CONFERRED BY LAW (BUT NOT UNDER THIS LEASE) (I) TO QUIT, TERMINATE OR SURRENDER THIS LEASE OR THE PREMISES OR ANY PART THEREOF, OR (II) TO ANY ABATEMENT, SUSPENSION, DEFERMENT OR REDUCTION OF THE FIXED RENT, ADDITIONAL RENT OR ANY OTHER SUMS PAYABLE UNDER THIS LEASE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. (e) Landlord and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) acknowledge and confirm that, pursuant to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, Tenant is responsible for the routine day-to-day operation and maintenance of the Premises, upon and subject to the other terms of this Lease. Accordingly, Landlord and Tenant acknowledge and confirm that each contemplates that the service contracts, permits, approvals, guaranties, warranties and similar rights and documents which pertain to the use, occupancy and operation of the Premises are and shall remain throughout the Term in the name of Tenant, rather than Landlord. If the parties hereafter determine that any such contracts, permits, approvals, guaranties, warranties or similar rights or documents are required to be held in the name of Landlord as the fee owner of any of the Premises, then Tenant shall assign the same to Landlord (iii) for any statutory lien without recourse or offset right against warranty), to the extent the same are assignable, pursuant to a mutually satisfactory instrument, and Landlord shall be deemed to have granted Tenant a non-exclusive license and authority of Landlord to enforce and exercise Landlord’s rights under such rights or its propertydocuments during the Term of this Lease. Tenant agrees to pay all costs arising from and indemnify Landlord from all claims arising or relating to the service contracts, permits, approvals, guaranties, warranties and similar rights and documents referred to in this paragraph 7(e).

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. It is the intention of the parties hereto that the Fixed Rent shall be an absolutely net return to Landlord throughout the Term of this Lease. In order that such Rent shall be absolutely net to Landlord, Tenant shall pay when due, and save Landlord harmless from and against, any and all costs, charges and expenses attributable to the Premises, including each fine, fee, penalty, charge (including governmental charges), assessments, sewer rent, Impositions, insurance premiums as may be required under this Lease, utility expenses, costs, expenses and obligations of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, the payment for which Landlord or Tenant is, or shall become liable by reason of any rights or interest of Landlord or Tenant in, to or under the Premises or this Lease or in any manner relating to the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation of the Premises, or of any portion thereof; provided, however, that nothing herein contained shall be construed as imposing upon Tenant any obligation to pay any Excluded Taxes of Landlord arising out of, or levied in connection with, this Lease or Landlord’s right or interest in the Premises or the Rent. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except except as otherwise expressly provided in this Leaseparagraphs 4(c), 14, 30, 31 and 32 nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and hereunder except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14required by paragraphs 4(d), 14, 30, and 31 nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) subject to paragraph 14, the taking of the Premises or any Condemnationportion thereof by condemnation, requisition or eminent domain proceedings; (iii) the prohibition, limitation or restriction of Tenant’s use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s acquisition of or ownership of all or any Leased Property other part of the Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; or (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic the Fixed Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an any express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood agrees that Tenant shall have no right will not be relieved of the obligations to set off pay the Fixed Rent or any such damages against Additional Rent in case of damage to or destruction of or condemnation (except as expressly provided in paragraph 10 or 14) of the Rent payable under this LeasePremises. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid void this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Landlord or its successor in interest, or (iiiii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successor in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent the Premises or any Additional Rentpart thereof, except as otherwise expressly provided in herein or (ii) to any abatement, suspension, deferment or reduction of the Fixed Rent, Additional Rent or any other sums payable under this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyexcept as otherwise expressly provided herein.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoffnotice or demand and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense, except as specifically provided herein to the contrary (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in this Leaseherein, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense rights of or to Basic Rent or Additional Rent; Landlord and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (vii) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c4(b) or any other provision of this Lease by Landlord, (x) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord or Tenant, (xi) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (xii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any 22 trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xiii) any interference with Tenant's use of the Leased Premises, (xiv) market or economic changes or (xxv) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any part of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any other agreementNote, Mortgage or Assignment, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(cany provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants covenants, conditions and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding All Rent payable by Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the foregoing, Federal Bankruptcy Code). The covenants of this Lease shall run with the land and all covenants of Tenant shall have be deemed and construed to be "conditions" as well as "covenants" as though the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Leasewords specifically expressing or importing covenants and conditions are used in each instance. (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and to Landlord. It is the intent of the parties hereto that the Basic Rent payable under this Lease shall be an absolutely net return to Landlord and that Tenant shall pay all costs and expenses relating to the Premises and operations carried on therein, including but not limited to costs and expenses relating to any period prior to the Commencement Date. Any amount or obligation herein relating to the Premises which is not expressly declared to be that of Landlord shall be deemed to be an obligation of Tenant to be timely performed by Tenant at Tenant's expense. Basic Rent, Additional Rent and all other sums payable hereunder by Tenant, shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, nor shall Tenant shall not be entitled to any setoffabatement or reduction of rent hereunder, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) the taking in whole or in part of the Premises or any Condemnationportion thereof by condemnation, requisition or otherwise except as provided in Article 7; (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other of the Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; (vii) any latent abandonment of the Premises by Tenant or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that the Basic Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision Article 7 of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding Lease because of: (i) the bankruptcy, insolvency, reorganization, composition, any readjustment, liquidation, dissolution, or winding-up or other proceeding affecting Landlord, Landlord or its successors-in-interest or (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successors-in-interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is To the absolute and unconditional obligation of Tenant. extent permitted by applicable law, Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of the Basic Rent, diminution, deduction, reduction or defense of or to Basic Additional Rent or any Additional Rent, except as otherwise expressly provided in other sums payable under this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (ai) This Lease is a net lease lease, and Basic Rent it is intended that the Lessee shall pay all costs and Additional Rent shall be paidexpenses of every character, except as otherwise expressly whether seen or unforeseen, ordinary or extraordinary or structural or non-structural, in connection with the use, operation, maintenance, repair and reconstruction of the Leased Property by the Lessee, including the costs and expenses particularly set forth in this Lease, . The Rent which the Lessee is obligated to pay shall be paid without notice, demand, setoffnotice or demand and without set-off (other than with respect to Periodic Site Rent as expressly provided in Section 4(b)), counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (bii) Except as otherwise expressly provided in this Leaseprovided, this Lease shall not terminate and Tenant terminate, nor shall not the Lessee have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not Lease or be entitled to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of any Rent which the Lessee is obligated to pay hereunder, diminutionnor shall the obligations hereunder of the Lessee be affected, deductionby reason of (A) any defect in the condition, reduction merchantability, design, construction, operation, durability, quality or defense fitness for use of the Leased Property or any portion thereof or the failure of the Leased Property to Basic Rent comply with all Applicable Laws, including any inability to use the Leased Property by reason of such non-compliance; (B) any defect in title or Additional Rent; and subject rights to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Leased Property, or the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use existence of any Liens with respect to the Leased Property for or any reason, including but not limited to the following: part thereof; (iC) any damage to to, removal, abandonment, salvage, loss, theft, contamination of, scrapping or destruction of any the Leased Property or any portion thereof; (D) the taking of the Leased Property or any portion thereof by any cause whatsoevercondemnation, confiscation, requisition, eminent domain or otherwise; (iiE) any Condemnation, (iii) the prohibition, limitation limitation, restriction, prevention, interruption, cessation or restriction curtailment of Tenant’s or interference with any use or possession of the Leased Property or any Leased Propertyportion thereof, (iv) or any eviction by paramount title or otherwise; (F) the termination or loss of the Owner-Trustee's interest under the Site Lease or any other lease, (v) Tenant’s acquisition sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Leased Property is located, attached or appurtenant or in connection with which any portion of the Leased Property is used or which otherwise affects or may affect the Owner-Trustee's ownership of any or right to use the Leased Property other or any portion thereof; (G) the inadequacy or incorrectness of the description of any portion of the Leased Property or the failure of this Lease to demise to the Lessee the Leased Property or any portion thereof; (H) the Lessee's acquisition or ownership of all or any part of the Leased Property otherwise than pursuant to an express provision of this Lease, ; (viI) any default change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the OwnerTrustee, the Indenture Trustee or any Participant; (J) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the OwnerTrustee, the Indenture Trustee, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the OwnerTrustee, the Indenture Trustee, any Participant or any other Person, or by any court in any such proceeding; (K) any setoff, counterclaim, recoupment, defense or other right or claim that the Lessee has or might have against any Person, including without limitation the OwnerTrustee, the Indenture Trustee, any Participant or any vendor, manufacturer, contractor of or for the Leased Property for any reason whatsoever; (L) any failure on the part of Landlord the Owner-Trustee or any other Person to perform or comply with any of the terms of this Lease, of any other Operative Agreement or of any other agreement or any breach of any representation or warranty of, or any act or omission of the Lessee, the OwnerTrustee, the Indenture Trustee or any Participant under this Lease or under any of the other agreement, (vii) any latent or other defect inOperative Agreements, or any theft claims, rights or loss of, any Leased Property remedies occurring or any part thereof, (viii) the breach arising as a result of any warranty of any seller other business dealings between or manufacturer of among the Lessee and any of the EquipmentOwnerTrustee, the Indenture Trustee and any Participant; (ixM) any violation invalidity or unenforceability or illegality or disaffirmance of Paragraph 4(c) this Lease against or by Landlord the Lessee or any provision hereof or any of the other person lawfully claiming through Operative Agreements or under Landlordany provision of any thereof or any lack of right, power or authority of the Lessee the OwnerTrustee, the Indenture Trustee or any Participant to enter into any Operative Agreement or any of the transactions contemplated thereby; (N) the impossibility or illegality of performance by the Lessee, the OwnerTrustee, the Indenture Trustee, any Participant or any of them; (O) any action by any court, administrative agency or other Governmental Authority; or (xP) any other cause, cause or circumstances whether similar or dissimilar to the foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing, any present or future Law to the contrary notwithstanding. It is it being the intention of the parties hereto that the obligations of Tenant under this Lease the Lessee shall be absolute and unconditional and shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), unaffected unless and that until the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall covenants have been terminated pursuant to an express provision of this Lease. Notwithstanding Each Rent payment made pursuant to this Lease by Lessee shall be final and Lessee will not seek to recover all or any part of such payment from the foregoingOwnerTrustee, Tenant the Indenture Trustee or any Participant for any reason whatsoever. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein or as otherwise agreed, Lessee nonetheless agrees to pay to the OwnerTrustee or to whomsoever shall be entitled thereto, an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. The obligation of Lessee in the immediately preceding sentence shall survive the expiration or termination of this Lease other than in accordance with its terms. Nothing contained in this Section 12(b) shall be construed to otherwise limit the right of Lessee to make any claim it might have against the OwnerTrustee or any other Person or to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant such claim in such manner as Lessee shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees deem appropriate. The Lessee covenants that it shall will remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not will take any no action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise Owner-Trustee or the Owner Participant or any assignee of the Owner-Trustee or the Owner Participant or any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any other action with respect to this Lease (including which may be taken in any such proceeding by any trustee or receiver of the disaffirmance hereof) Owner-Trustee or of any assignee of the Owner-Trustee or by any court or any of the foregoing actions which may be taken by Landlord under or against any of the Federal Bankruptcy Code or by any trusteeOwner-Trustee's predecessors in interest in the Facility. Except as expressly provided herein, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (iy) to quit, terminate terminate, rescind or surrender this Lease or the Leased Property or any Leased Propertypart thereof, or (iiz) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, return or reduction or defense of or to Basic Rent or any Additional the Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a an absolutely "Bond Type" net lease and Basic Rent and Additional Rent to the Landlord. It is the intent of the parties hereto that the Minimum Rental payable under this Lease shall be paidan absolutely net return to the Landlord and that the Tenant shall pay all costs and expense relating to the Premises, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as unless otherwise expressly provided in this Lease. Any amount or obligation herein relating to the Premises which is not expressly declared to be that of the Landlord shall be deemed to be an obligation of the Tenant to be timely performed by the Tenant at the Tenant's expense. Except as otherwise specifically provided in Section 12 hereof, this Lease shall not terminate and nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, ; nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspensiondeduction, deferment, diminutionsuspension or reduction of, deductionor setoff, reduction defense or defense of counterclaim against, any rentals, charges, or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of other sums payable by Tenant under this Lease Lease; nor shall not the respective obligations of Landlord and Tenant be otherwise affected by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of the Leased Premises from whatever cause, any taking by condemnation, eminent domain, requisition or by agreement between Landlord and those authorized to exercise such rights, the lawful or unlawful, limitation of Tenant's use of the Leased Property Premises, the interference with such use by any cause whatsoeverpersons, (ii) any Condemnation, (iii) the prohibition, limitation corporations or restriction other entities or by reason of Tenant’s use of any Leased Property, (iv) any eviction by paramount title title, or otherwise, (v) by reason of Tenant’s 's acquisition of ownership of any or all of the Leased Property other Premises otherwise than pursuant to an express provision of this Lease, (vi) or by reason of any default on the part or breach of any warranty by Landlord under this Lease or under any other agreement, (vii) any latent or other defect inagreement between Landlord and Tenant, or any theft to which Landlord and Tenant are parties, or loss of, any Leased Property or any part thereof, (viii) for the breach failure of any warranty of any seller or manufacturer of any Landlord to deliver possession of the EquipmentPremises on the commencement of the term hereof, (ix) any violation of Paragraph 4(c) by Landlord or for any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, foregoing any present or future Law Laws to the contrary notwithstanding. It is ; it being the intention of the parties hereto that the obligations of Landlord and Tenant under this Lease hereunder shall be separate and independent covenants and agreements, agreements and that Basic Rent the Minimum Rental, additional rent and Additional Rent all other charges and sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that unless the obligations of Tenant under this Lease to pay the same shall continue unaffected, unless this Lease shall have been be terminated pursuant to an the express provision provisions of this Lease. Notwithstanding the foregoing, ; and Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant covenants and agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, cancel, rescind or avoid void this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-winding up or other proceeding proceedings affecting Landlord or any assignee of, or successor to, Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) and notwithstanding any action with respect to this Lease (including the disaffirmance hereof) which that may be taken by a trustee or receiver of Landlord under the Federal Bankruptcy Code or by any trusteeassignee of, receiver or liquidator of successor to, Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenantin any such proceeding. Except specifically as provided in this Lease, Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate terminate, or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of the Minimum Rental, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided or any other sums payable under this Lease. Notwithstanding anything to the contrary contained above, the Tenant does retain a separate and independent right to xxx the Landlord; provided, however, any judgment in favor of the Tenant shall not xxxxx Minimum Rental or Additional Rent or terminate the Tenant's obligations hereunder. Notwithstanding the above or anything else contained in this Lease, if Tenant is required to vacate the Leased Premises as a result of a court order on a claim of superior title or the exercise of a superior lien right not caused by Tenant's actions, inactions or negligence, Tenant shall have the right to terminate this Lease and (iii) for any statutory lien or offset right against Landlord or its propertyTenant's obligations hereunder.

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paid---------------------------- and, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease any present or future Law to the contrary notwithstanding, shall not terminate and Tenant terminate, nor shall not have the Lessee be entitled to any right abatement, reduction, set-off, counterclaim, defense or deduction with respect to terminate this Leaseany Fixed Rent, during the TermAdditional Rent or other sum payable hereunder. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease the Lessee shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of the Mill II Property or any Leased Property part thereof by any cause whatsoeverwhatsoever (including, without limitation, by fire, Casualty or act of God or enemy or any other force majeure event); (ii) any Condemnation, including, without limitation, a temporary Condemnation of the Mill II Property or any part thereof; (iii) the any prohibition, limitation limitation, restriction or restriction prevention of Tenant’s use the Lessee's use, occupancy or enjoyment of the Mill II Property or any Leased Property, part thereof by any Person; (iv) any eviction by paramount matter affecting title to the Mill II Property or otherwise, any part thereof; (v) Tenant’s acquisition any eviction of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect inLessee from, or any theft or loss of possession by the Lessee of, any Leased the Mill II Property or any part thereof, by reason of title paramount or otherwise; (vi) any default by the Lessor hereunder or under any other Operative Document or Securitization Document; (vii) the invalidity or unenforceability of any provision hereof or in the other Operative Documents or the impossibility or illegality of performance by the Lessor or the Lessee or both; (viii) the breach any action of any warranty of any seller Federal, state or manufacturer of any of the Equipment, local governmental authority; or (ix) any violation of Paragraph 4(c) by Landlord other cause or any other person lawfully claiming through or under Landlord, or (x) any other causeoccurrence whatsoever, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the The parties hereto intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent the Lessee hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (cb) Tenant agrees that it The Lessee shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Lessor or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under court. Except as expressly permitted in this Lease, the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease, or to any abatement or deferment of Fixed Rent, Additional Rent or other sums payable hereunder or under the other Operative Documents. The Lessee shall remain obligated under this Lease in accordance with its terms, and the Lessee hereby waives any and all rights now or hereafter conferred by Law or otherwise to modify or to avoid strict compliance with its obligations under this Lease. All payments made to or for the benefit of the Lessor hereunder as required hereby shall be final, and the Lessee shall not seek to recover any such payment or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) part thereof for any statutory lien or offset right against Landlord or its propertyreason whatsoever, absent manifest error.

Net Lease; Non-Terminability. (a) This is a net-net-net lease Lease. It is the intention of Landlord and Tenant that the Basic Rent and other sums and charges provided herein shall be absolutely net to Landlord. Except as otherwise specifically set forth in this Lease, Tenant shall pay, as Additional Rent, all costs, charges, obligations, assessments, and expenses of every kind and nature against or relating to the Leased Premises or the use, occupancy, area, possession, leasing, operation, management, maintenance, or repair thereof, which may arise or become due during, and that are allocable to, the Term hereof. Basic Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or Additional Rentany other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s 's use of any of the Leased Property Premises by anyone other than Landlord or anyone claiming by or through Landlord for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwiseotherwise other than as a result of Landlord's actions, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, of any of the Leased Property or any part thereofPremises, (viiivii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (xviii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that that, except as otherwise expressly provided in this Lease, the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that that, except as otherwise expressly provided in this Lease, the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord provided that this Lease is not rejected by or on behalf of the Landlord, or (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s so long as the rights of Tenant under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator are not disturbed as a result of Landlord or by any court under the Federal Bankruptcy Code or otherwisesuch exercise. (d) This Except as otherwise expressly provided in this Lease, this Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property Premises unless caused by the affirmative actions of Landlord or Lender or any cause whatsoeverof their agents, employee or contractors, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreementagreement so long as the same does not cause a termination of this Lease, (viiiii) any latent or other defect in, or detect in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiiiv) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixv) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingLease by Landlord, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (ivi) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up of, or other proceeding affecting Landlord, (iivii) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment so long as the Mortgage same does not cause a termination of this Lease, (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iiiviii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by Landlord, any trustee, receiver or liquidator of Landlord Landlord, the landlord under the Ground Lease or by any court under the Federal Bankruptcy Code or otherwise, (ix) any interference with Tenant's use of the Leased Premises (unless such interference is caused by the affirmative actions of Landlord, its agents, employees or contractors, is material and is not as a result of an Event of Default) or (x) market or economic changes. (c) The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Monetary Obligations shall continue to be payable in all events except as otherwise specifically provided herein (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant hereunder shall continue unaffected except as otherwise specifically provided herein unless the requirement to pay or (d) This Lease is the absolute Except as otherwise expressly provided herein, Tenant shall have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant, whether as the purchase price for the Premises or otherwise, shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except Lease (except as otherwise expressly provided in this LeaseParagraph 14), nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and rent hereunder (except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14herein), nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoeverpart of the Premises from whatever cause, (ii) subject to Paragraph 14, the taking of the Premises or any Condemnationportion thereof by condemnation, requisition or otherwise, (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other part of the Premises otherwise than pursuant to an express provision of this Leaseas expressly provided herein, (vi) any default on the part of Landlord under this Lease Lease, or under any other agreementagreement to which Landlord and Tenant may be parties, (vii) any latent the failure of Landlord to deliver possession of the Premises on the commencement of the term hereof or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic the Fixed Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an any express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Landlord or its successor in interest, or (iiiii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successor in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of the Fixed Rent, diminution, deduction, reduction or defense of or to Basic Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided herein. It is not the intent of the parties hereto to restrict in this Leaseany way Tenant's other remedies, and (iii) for any statutory lien whether at common law or offset right against Landlord or its propertyunder statute.

Net Lease; Non-Terminability. (ai) This Lease is a net lease lease, and Basic Rent it is intended that the Lessee shall pay all costs and Additional Rent shall be paidexpenses of every character, except as otherwise expressly whether seen or unforeseen, ordinary or extraordinary or structural or non-structural, in connection with the use, operation, maintenance, repair and reconstruction of the Leased Property by the Lessee, including the costs and expenses particularly set forth in this Lease, . The Rent which the Lessee is obligated to pay shall be paid without notice, demand, setoffnotice or demand and without set-off (other than with respect to Periodic Site Rent as expressly provided in Section 4(b)), counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (bii) Except as otherwise expressly provided in this Leaseprovided, this Lease shall not terminate and Tenant terminate, nor shall not the Lessee have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not Lease or be entitled to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of any Rent which the Lessee is obligated to pay hereunder, diminutionnor shall the obligations hereunder of the Lessee be affected, deductionby reason of (A) any defect in the condition, reduction merchantability, design, construction, operation, durability, quality or defense fitness for use of the Leased Property or any portion thereof or the failure of the Leased Property to Basic Rent comply with all Applicable Laws, including any inability to use the Leased Property by reason of such non-compliance; (B) any defect in title or Additional Rent; and subject rights to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Leased Property, or the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use existence of any Liens with respect to the Leased Property for or any reason, including but not limited to the following: part thereof; (iC) any damage to to, removal, abandonment, salvage, loss, theft, contamination of, scrapping or destruction of any the Leased Property or any portion thereof; (D) the taking of the Leased Property or any portion thereof by any cause whatsoevercondemnation, confiscation, requisition, eminent domain or otherwise; (iiE) any Condemnation, (iii) the prohibition, limitation limitation, restriction, prevention, interruption, cessation or restriction curtailment of Tenant’s or interference with any use or possession of the Leased Property or any Leased Propertyportion thereof, (iv) or any eviction by paramount title or otherwise; (F) the termination or loss of the Owner Trustee's interest under the Site Lease or any other lease, (v) Tenant’s acquisition sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Leased Property is located, attached or appurtenant or in connection with which any portion of the Leased Property is used or which otherwise affects or may affect the Owner Trustee's ownership of any or right to use the Leased Property other or any portion thereof; (G) the inadequacy or incorrectness of the description of any portion of the Leased Property or the failure of this Lease to demise to the Lessee the Leased Property or any portion thereof; (H) the Lessee's acquisition or ownership of all or any part of the Leased Property otherwise than pursuant to an express provision of this Lease, ; (viI) any default change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Owner Trustee, the Indenture Trustee or any Participant; (J) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Owner Trustee, the Indenture Trustee, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Owner Trustee, the Indenture Trustee, any Participant or any other Person, or by any court in any such proceeding; (K) any setoff, counterclaim, recoupment, defense or other right or claim that the Lessee has or might have against any Person, including without limitation the Owner Trustee, the Indenture Trustee, any Participant or any vendor, manufacturer, contractor of or for the Leased Property for any reason whatsoever; (L) any failure on the part of Landlord the Owner Trustee or any other Person to perform or comply with any of the terms of this Lease, of any other Operative Agreement or of any other agreement or any breach of any representation or warranty of, or any act or omission of the Lessee, the Owner Trustee, the Indenture Trustee or any Participant under this Lease or under any of the other agreement, (vii) any latent or other defect inOperative Agreements, or any theft claims, rights or loss of, any Leased Property remedies occurring or any part thereof, (viii) the breach arising as a result of any warranty of any seller other business dealings between or manufacturer of among the Lessee and any of the EquipmentOwner Trustee, the Indenture Trustee and any Participant; (ixM) any violation invalidity or unenforceability or illegality or disaffirmance of Paragraph 4(c) this Lease against or by Landlord the Lessee or any provision hereof or any of the other person lawfully claiming through Operative Agreements or under Landlordany provision of any thereof or any lack of right, power or authority of the Lessee, the Owner Trustee, the Indenture Trustee or any Participant to enter into any Operative Agreement or any of the transactions contemplated thereby; (N) the impossibility or illegality of performance by the Lessee, the Owner Trustee, the Indenture Trustee, any Participant or any of them; (O) any action by any court, administrative agency or other Governmental Authority; or (xP) any other cause, cause or circumstances whether similar or dissimilar to the foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing, any present or future Law to the contrary notwithstanding. It is it being the intention of the parties hereto that the obligations of Tenant under this Lease the Lessee shall be absolute and unconditional and shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), unaffected unless and that until the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall covenants have been terminated pursuant to an express provision of this Lease. Notwithstanding Each Rent payment made pursuant to this Lease by Lessee shall be final and the foregoingLessee will not seek to recover all or any part of such payment from the Owner Trustee, Tenant the Indenture Trustee or any Participant for any reason whatsoever. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein or as otherwise agreed, the Lessee nonetheless agrees to pay to the Owner Trustee or to whomsoever shall be entitled thereto, an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. The obligation of the Lessee in the immediately preceding sentence shall survive the expiration or termination of this Lease other than in accordance with its terms. Nothing contained in this Section 12(b) shall be construed to otherwise limit the right of the Lessee to make any claim it might have against the Owner Trustee or any other Person or to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant such claim in such manner as the Lessee shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees deem appropriate. The Lessee covenants that it shall will remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not will take any no action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise Owner Trustee or the Owner Participant or any assignee of the Owner Trustee or the Owner Participant or any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any other action with respect to this Lease (including which may be taken in any such proceeding by any trustee or receiver of the disaffirmance hereof) Owner Trustee or of any assignee of the Owner Trustee or by any court or any of the foregoing actions which may be taken by Landlord under or against any of the Federal Bankruptcy Code or by any trusteeOwner Trustee's predecessors in interest in the Facility. Except as expressly provided herein, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (iy) to quit, terminate terminate, rescind or surrender this Lease or the Leased Property or any Leased Propertypart thereof, or (iiz) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, return or reduction or defense of or to Basic Rent or any Additional the Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease lease, and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, ; nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspensiondeduction, deferment, diminutionsuspension or reduction of, deductionor setoff, reduction defense or defense of counterclaim against, any rentals, charges, or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of other sums payable by Tenant under this Lease Lease; nor shall not the respective obligations of Landlord and Tenant be otherwise affected by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of the Premises from whatever cause, any Leased Property taking by condemnation, eminent domain or by agreement between Landlord and those authorized to exercise such rights, the lawful or unlawful prohibition of Tenant's use of the Premises, the interference with such use by any cause whatsoeverpersons, (ii) any Condemnationcorporations or other entities, (iii) the prohibition, limitation or restriction of Tenant’s use by reason of any Leased Property, (iv) any eviction by paramount title default or otherwise, (v) Tenant’s acquisition of ownership breach of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of warranty by Landlord under this Lease or under any other agreement, (vii) any latent or other defect inagreement between Landlord and Tenant, or any theft to which Landlord and Tenant are parties, or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or for any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law laws to the contrary notwithstanding. It is ; it being the intention of the parties hereto that the obligations of Landlord and Tenant under this Lease hereunder shall be separate and independent covenants and agreements, agreements and that Basic Rent the Rent, additional rent and Additional Rent all other rents and charges and sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that unless the obligations of Tenant under this Lease to pay the same shall continue unaffected, unless this Lease shall have been be terminated pursuant to an the express provision provisions of this Lease. Notwithstanding the foregoing, ; and Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant covenants and agrees that it shall will remain obligated under this Lease in accordance with its provisions and thatterms, and, except as otherwise may be expressly provided hereinauthorized by the terms of this Lease, that it shall will not take any action to terminate, cancel, rescind or avoid void this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-winding up or other proceeding proceedings affecting Landlord or any assignee of, or successor to, Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) and notwithstanding any action with respect to this Lease (including the disaffirmance hereof) which that may be taken by a trustee or receiver of Landlord under the Federal Bankruptcy Code or by any trusteeassignee of, receiver or liquidator of successor to, Landlord or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (ai) This Lease is a net lease lease, and Basic Rent it is intended that the Lessee shall pay all costs and Additional Rent shall be paidexpenses of every character, except as otherwise expressly whether seen or unforeseen, ordinary or extraordinary or structural or non-structural, in connection with the use, operation, maintenance, repair and reconstruction of the Leased Property by the Lessee, including the costs and expenses particularly set forth in this Lease, . The Rent which the Lessee is obligated to pay shall be paid without notice, demand, setoffnotice or demand and without set-off (other than with respect to Periodic Site Rent as expressly provided in Section 4(b)), counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (bii) Except as otherwise expressly provided in this Leaseprovided, this Lease shall not neither terminate and Tenant nor shall not the Lessee have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not Lease or be entitled to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of any Rent which the Lessee is obligated to pay hereunder, diminutionnor shall the obligations hereunder of the Lessee be affected, deductionby reason of (A) any defect in the condition, reduction merchantability, design, construction, operation, durability, quality or defense fitness for use of the Leased Property or any portion thereof or the failure of the Leased Property to Basic Rent comply with all Applicable Laws, including any inability to use the Leased Property by reason of such non-compliance; (B) any defect in title or Additional Rent; and subject rights to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Leased Property, or the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use existence of any Liens with respect to the Leased Property for or any reason, including but not limited to the following: part thereof; (iC) any damage to to, removal, abandonment, salvage, loss, theft, contamination of, scrapping or destruction of any the Leased Property or any portion thereof; (D) the taking of the Leased Property or any portion thereof by any cause whatsoevercondemnation, confiscation, requisition, eminent domain or otherwise; (iiE) any Condemnation, (iii) the prohibition, limitation limitation, restriction, prevention, interruption, cessation or restriction curtailment of Tenant’s or interference with any use or possession of the Leased Property or any Leased Propertyportion thereof, (iv) or any eviction by paramount title or otherwise; (F) the termination or loss of the Owner Trustee's interest under the Site Lease or any other lease, (v) Tenant’s acquisition sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Leased Property is located, attached or appurtenant or in connection with which any portion of the Leased Property is used or which otherwise affects or may affect the Owner Trustee's ownership of any or right to use the Leased Property other or any portion thereof; (G) the inadequacy or incorrectness of the description of any portion of the Leased Property or the failure of this Lease to demise to the Lessee the Leased Property or any portion thereof; (H) the Lessee's acquisition or ownership of all or any part of the Leased Property otherwise than pursuant to an express provision of this Lease, ; (viI) any default change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Owner Trustee, the Indenture Trustee or any Participant; (J) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Owner Trustee, the Indenture Trustee, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Owner Trustee, the Indenture Trustee, any Participant or any other Person, or by any court in any such proceeding; (K) any setoff, counterclaim, recoupment, defense or other right or claim that the Lessee has or might have against any Person, including without limitation the Owner Trustee, the Indenture Trustee, any Participant or any vendor, manufacturer, contractor of or for the Leased Property for any reason whatsoever; (L) any failure on the part of Landlord the Owner Trustee or any other Person to perform or comply with any of the terms of this Lease, of any other Operative Agreement or of any other agreement or any breach of any representation or warranty of, or any act or omission of the Lessee, the Owner Trustee, the Indenture Trustee or any Participant under this Lease or under any of the other agreement, (vii) any latent or other defect inOperative Agreements, or any theft claims, rights or loss of, any Leased Property remedies occurring or any part thereof, (viii) the breach arising as a result of any warranty of any seller other business dealings between or manufacturer of among the Lessee and any of the EquipmentOwner Trustee, the Indenture Trustee and any Participant; (ixM) any violation invalidity or unenforceability or illegality or disaffirmance of Paragraph 4(c) this Lease against or by Landlord the Lessee or any provision hereof or any of the other person lawfully claiming through Operative Agreements or under Landlordany provision of any thereof or any lack of right, power or authority of the Lessee, the Owner Trustee, the Indenture Trustee or any Participant to enter into any Operative Agreement or any of the transactions contemplated thereby; (N) the impossibility or illegality of performance by the Lessee, the Owner Trustee, the Indenture Trustee, any Participant or any of them; (O) any action by any court, administrative agency or other Governmental Authority; or (xP) any other cause, cause or circumstances whether similar or dissimilar to the foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing, any present or future Law to the contrary notwithstanding. It is it being the intention of the parties hereto that the obligations of Tenant under this Lease the Lessee shall be absolute and unconditional and shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), unaffected unless and that until the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall covenants have been terminated pursuant to an express provision of this Lease. Notwithstanding Each Rent payment made pursuant to this Lease by Lessee shall be final and the foregoingLessee will not seek to recover all or any part of such payment from the Owner Trustee, Tenant the Indenture Trustee, any holder of the ClO2 Notes or any Participant for any reason whatsoever. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided herein or as otherwise agreed, the Lessee nonetheless agrees to pay to the Owner Trustee or to whomsoever shall be entitled thereto, an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. The obligation of the Lessee in the immediately preceding sentence shall survive the expiration or termination of this Lease other than in accordance with its terms. Nothing contained in this Section 12(b) shall be construed to otherwise limit the right of the Lessee to make any claim it might have against the Owner Trustee or any other Person or to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant such claim in such manner as the Lessee shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees deem appropriate. The Lessee covenants that it shall will remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not will take any no action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise Owner Trustee or the Owner Participant or any assignee of the Owner Trustee or the Owner Participant or any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any other action with respect to this Lease (including which may be taken in any such proceeding by any trustee or receiver of the disaffirmance hereof) Owner Trustee or of any assignee of the Owner Trustee or by any court or any of the foregoing actions which may be taken by Landlord under or against any of the Federal Bankruptcy Code or by any trusteeOwner Trustee's predecessors in interest in the Facility. Except as expressly provided herein, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (iy) to quit, terminate terminate, rescind or surrender this Lease or the Leased Property or any Leased Propertypart thereof, or (iiz) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, return or reduction or defense of or to Basic Rent or any Additional the Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This Sublease is a net lease and Basic Rent and Additional Rent shall be paidand, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except to termination of the Prime Lease for any reason other than the fault of the Partnership hereunder and as otherwise expressly provided in this Leaseherein, this Lease any present or future law to the contrary notwithstanding, shall not terminate and Tenant terminate, nor shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not Partnership be entitled to any setoffabatement, reduction, set-off, counterclaim, recoupmentdefense or deduction with respect to any Basic Rent, abatementadditional rent or other sum payable hereunder, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations of Tenant under this Lease shall not the Partnership hereunder be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of the Premises; any Leased Property taking of the Premises or any part thereby condemnation or otherwise; any prohibition, limitation, restriction or prevention of the Partnership's use, occupancy or enjoyment of the Premises, or any interference with such use, occupancy or enjoyment by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) person other than PPM; any eviction by paramount title or otherwise; the impossibility or illegality of performance by Owner, (v) Tenant’s acquisition PFM, the Partnership or any combination of ownership the foregoing; any action of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord governmental authority; or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the The parties hereto intend that the obligations of Tenant under this Lease the Partnership hereunder shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this LeaseSublease. (cb) Tenant agrees that it The Partnership shall remain obligated under this Lease Sublease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this LeaseSublease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting LandlordOwner, (ii) the exercise PFM or any assignee of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Owner or (iii) PFM or any action with respect to this Lease (including the disaffirmance hereof) Sublease which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under court. Except as set forth in Paragraph 9A the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Partnership waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease Sublease, or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction abatement or defense deferment of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien additional rent or offset right against Landlord or its propertyother sums payable hereunder.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease to Landlord. It is the intent of the parties hereto that the Basic Rent payable under this lease shall be an absolutely net return to the Landlord and that the Tenant shall pay all costs and expense relating to the Premises and the business carried on therein, unless otherwise expressly provided to the contrary in this Lease. Any amount or obligation herein relating to the Premises which is not expressly declared to be that of the Landlord shall be deemed to be an obligation of the Tenant to be performed by the Tenant at the Tenant's expense. Except as provided in Paragraph 15 and EXHIBIT 15-2, Basic Rent and Additional Rent shall be paid, paid by Tenant without notice or demand (except as otherwise expressly set forth in this Lease, without notice, demandprovided herein with respect to notices and demands), setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this LeaseParagraphs 15 and 41 and EXHIBIT 15-2, this Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, nor shall Tenant shall not be entitled to any setoffabatement of rent, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to of the following: (i) any damage to or destruction of all or any Leased Property by any part of the Premises from whatever cause whatsoever, regardless of whether the improvements may be rebuilt following such damage or destruction to be the same as they were before such event because of applicable Legal Requirements; (ii) the taking of the Premises or any Condemnationportion thereof by condemnation, requisition or otherwise; (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other part of the Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; (vii) any latent the failure of Landlord to deliver possession of the Premises on the commencement of the Term; or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that the Basic Rent and the Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding anything to the foregoingcontrary contained above in this Paragraph, Tenant shall have the does retain a separate and independent right to pursue a cause xxx Landlord and receive payment of action damages in connection therewith or seek equitable remedies against Landlord for damages resulting from Landlord’s default under with respect to any claim Tenant may have against Landlord in any way relating to this LeaseLease or the Premises; provided, it being understood that however, any judgment, order or injunctive or equitable relief granted in favor of Tenant shall have no right not xxxxx or otherwise affect Tenant's obligation to set off pay Basic Rent or Additional Rent or terminate this Lease or otherwise affect any such damages against the Rent payable under this Leaseof Tenant's obligations hereunder. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, or winding-up or other proceeding affecting Landlord, Landlord or its successors in interest or (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successors in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute Except as provided in Paragraphs 15 and unconditional obligation of Tenant. 41 and EXHIBIT 15-2, Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Property, part thereof or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, deferment or reduction or defense of or to the Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property Premises unless caused by the affirmative actions of Landlord or Lender or any cause whatsoeverof their agents, employee or contractors, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreementagreement so long as the same does not cause a termination of this Lease, (viiiii) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiiiv) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixv) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingLease by Landlord, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (ivi) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up of, or other proceeding affecting Landlord, (iivii) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment so long as the Mortgage same does not cause a termination of this Lease, (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iiiviii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by Landlord, any trustee, receiver or liquidator of Landlord Landlord, the landlord under the Ground Lease or by any court under the Federal Bankruptcy Code or otherwise, (ix) any interference with Tenant's use of the Leased Premises (unless such interference is caused by the affirmative actions of Landlord, its agents, employees or contractors, is material and is not as a result of an Event of Default) or (x) market or economic changes. (c) The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Monetary Obligations shall continue to be payable in all events except as otherwise specifically provided herein (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant hereunder shall continue unaffected except as otherwise specifically provided herein unless the requirement to pay or (d) This Lease is the absolute Except as otherwise expressly provided herein, Tenant shall have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a net lease Lease and Basic Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or Additional Rentany other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any of the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, of any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c4 (c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding anything contained in Paragraph 7(b)(ix) to the foregoingcontrary, Tenant shall have the does not waive its right to pursue a cause of action against sxx Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any as a result of such damages against the Rent payable under this Leaseviolation. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) 11.1 This Lease is a net lease lease, and Basic Rent the Fixed Net Rent, additional rent and Additional Rent all other sums payable hereunder to, or on behalf of, Landlord shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, notice or demand and without setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. Landlord and Tenant each hereby further agree and confirm that, notwithstanding anything to the contrary contained in this Lease, it is the purpose and intent of both Landlord and Tenant that the rents payable under this Lease shall be absolutely net to Landlord, so that this Lease shall yield, net to Landlord, the Fixed Net Rent specified herein in each year during the Term. (b) 11.2 Except as otherwise expressly provided in this Leaseherein, this Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not Lease or be entitled to the abatement of any setoffrent or any reduction thereof, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations hereunder of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of any Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoingotherwise affected, any present or future Law law to the contrary notwithstanding. It is , by reason of: (a) any damage to, or the intention destruction of, the Leased Premises, the Improvements, or any portion thereof, from whatever cause; (b) the taking of the parties hereto that Leased Premises, the obligations of Tenant under this Lease shall be separate and independent covenants and agreementsImprovements, or any portion thereof by condemnation or otherwise, except as, and that Basic Rent and Additional Rent shall continue to be payable the extent, provided to the contrary in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease.Article 20 below; (c) the prohibition, limitation, or restriction of Tenant's use of the Leased Premises, the Improvements, or any portion thereof (including, without limitation, any diminution in the amount of space usable by Tenant agrees that it shall remain obligated under this Lease at the Leased Premises caused by legally required changes in accordance with its provisions and thatthe construction, except as otherwise expressly provided hereinequipment, it shall not take any action to terminatefixture, rescind motors, machinery, operation or avoid this Lease, notwithstanding (i) use of the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)Leased Premises), or (iii) any action the interference with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or such use by any trustee, receiver private person or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.entity;

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and the Basic Rent Rent, additional rent and Additional Rent all other sums payable hereunder by Lessee, whether as the purchase price for the Leased Premises or otherwise, shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this LeaseAny present or future law to the contrary notwithstanding, this Lease shall not terminate and Tenant terminate, nor shall not Lessee have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and (except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14herein), nor shall Lessee be entitled to any abatement or reduction of rent hereunder (except as otherwise expressly provided herein), nor shall the obligations of Tenant Lessee under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any part of the Leased Property by any cause whatsoeverPremises from whatever cause, (ii) the taking of the Leased Premises or any Condemnationportion thereof by condemnation, requisition or otherwise, (iii) the prohibition, limitation or restriction of Tenant’s Lessee's use of all or any part of the Leased PropertyPremises, or any interference with such use, (iv) any eviction by paramount title or otherwise, (v) Tenant’s Lessee's acquisition of or ownership of all or any part of the Leased Property other Premises otherwise than pursuant to an express provision of this Leaseas expressly provided in paragraphs 12(b), 14(c) or 15 herein, (vi) any default on the part of Landlord Lessor under this Lease Lease, or under any other agreementagreement to which Lessor and Lessee may be parties, (vii) any latent the failure of Lessor to deliver possession of the Leased Premises on the commencement of the Term hereof or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease Lessee hereunder shall be separate and independent covenants and agreements, that the Basic Rent, additional rent and that Basic Rent and Additional Rent all other sums payable by Lessee hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease Lessee hereunder shall continue unaffected, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease.Lessee (c) Tenant Lessee agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, or winding-up or other proceeding affecting LandlordLessor or its successor in interest, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver of Lessor or liquidator of Landlord its successor in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Leased Premises or any Leased Propertypart thereof, or (ii) to any setoffxxxxx, counterclaimsuspend, recoupmentdefer or reduce the Basic Rent, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent additional rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyherein.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "SET-OFF"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any CondemnationCondemnation (except as provided in Paragraph 18 hereof), (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(cany provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolute net lease and Basic Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. It is intended that the Basic Rent provided for in this Lease shall be absolutely net to Landlord throughout the Term, and accordingly, Tenant covenants and agrees to pay, as they become due and payable and before they become delinquent, all operating and capital expenses in connection with the ownership, operation, maintenance, repair, replacement, restoration, use or occupation Lease Agreement for Forest Park Medical Center at Southlake of the Leased Premises including, without limitation, the costs, charges and assessments related to real estate taxes and other Impositions (hereinafter defined), utilities and insurance. Without limiting Landlord's obligation to complete the Improvements in accordance with the Plans and Specifications, Tenant expressly agrees that after the Commencement Date nothing contained in this Lease shall require Landlord to furnish to Tenant or any other occupant of the Leased Premises any water, sewer, gas, heat, electricity, light, power, or any other facilities, labor, materials, or services of any kind whatsoever. (b) Except During the initial Term of this Lease (excluding any Renewal Terms), except as otherwise expressly provided in this LeaseParagraphs 14(a) and 14(b) hereof, this Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant nor shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reasonreason whatsoever, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation limitation, or restriction of or interference with Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viv) any default on the part of Landlord under this Lease or under any other agreement, or any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord, (viivi) any latent or other defect in, or any theft or loss of, of any of the Leased Property or any part thereofPremises, (viiivii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (xviii) any other causecause whatsoever, whether similar or dissimilar to the foregoing, any present or future Law Legal Requirement to the contrary notwithstanding, but specifically excluding an eviction of Tenant by paramount title. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent Rent, Additional Rent, and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, except as otherwise expressly provided for above, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided hereinin Paragraphs 14(a) and 14(b) hereof, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))any Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. To the extent permitted by applicable Law, and except as otherwise expressly provided herein, Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and Fixed Rent, Additional Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events, and the obligations of Tenant hereunder shall continue during the Term, unless the requirement to pay or perform the same shall have been terminated pursuant to the provisions of Article 9 of this Part II. This is a an absolutely net lease and Basic Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, notice or demand, and without setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease. This Lease is the absolute and unconditional obligation of Tenant, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s 's use of any Leased Property of the Premises for any reason, including including, but not limited to to, the following: (i) any damage to or destruction of any Leased Property of the Premises by any cause whatsoeverwhatsoever (except as otherwise expressly provided in Article 9 of this Part II), (ii) any CondemnationCondemnation (except as otherwise expressly provided in Article 10 of this Part II), (iii) the prohibition, limitation or restriction of Tenant’s 's use of any Leased Propertyof the Premises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any Leased Property of the Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, of any Leased Property or any part thereofof the Premises, (viii) the breach any violation of any warranty Article 29 of any seller or manufacturer this Part II by Landlord (provided, that this Article 39(a)(vii) shall not limit Tenant's rights, if any, to seek injunctive relief against Landlord for violation of any said Article 20 of the Equipmentthis Part II), (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord[Intentionally omitted], or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is All costs and expenses (other than depreciation, interest on and amortization of debt incurred by Landlord, and costs incurred by Landlord in financing or refinancing the intention Premises) and other obligations of every kind and nature whatsoever relating to the Premises 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 parties hereto that Term in accordance with the obligations of Tenant under this Lease provisions hereof (whether or not the same shall become payable during the Term or thereafter) shall be separate paid and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , performed by Tenant. Tenant shall pay amounts equal theretoall expenses related to the maintenance and repair of the Premises, and all taxes and insurance costs. This Lease shall not terminate and Tenant shall not have any right to terminate this Lease (except as otherwise expressly provided in Article 9 or Article 10 of this Part II), or to xxxxx Fixed Rent or Additional Rent during the Term. (b) Landlord and Tenant agree that the obligations of Tenant under this Lease is a true lease and does not represent a financing arrangement. Each party shall continue unaffectedreflect the transaction represented hereby in all applicable books, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingrecords and reports (including, Tenant shall have the right to pursue without limitation, income tax filings) in a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Leasemanner consistent with “true lease” treatment rather than “financing” treatment. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Landlord or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwisecourt. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(cany provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention ; provided, that Tenant does not waive any of the parties hereto that the its rights to bring an action at law or in equity against Landlord for breach by Landlord of any of its obligations hereunder. (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingThe obligation to pay Rent or amounts equal thereto shall not be affected by any collection of rents by any governmental body pursuant to a tax lien or otherwise, Tenant shall have the right to pursue even though such obligation results in a cause double payment of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent. All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction Set-Off of any Monetary Obligations; provided that Tenant does not waive any of its rights to bring an action at law or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right equity against Landlord or for breach by Landlord of any of its propertyobligations hereunder.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease to Landlord. It is the intent of the parties hereto that the Basic Rent payable under this lease shall be an absolutely net return to the Landlord and that commencing on the Commencement Date and thereafter during the Term, the Tenant shall pay all costs and expense relating to the Premises and the business carried on therein, unless otherwise expressly provided to the contrary in this Lease. Any amount or obligation relating to the Premises that is not expressly declared to be that of the Landlord shall be deemed to be an obligation of the Tenant to be performed by the Tenant at the Tenant’s expense. Basic Rent and Additional Rent shall be paid, paid by Tenant without notice or demand (except as otherwise expressly set forth in this Lease, without notice, demandprovided herein), setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and (except as otherwise expressly provided to the contrary in this Lease (including Paragraphs 13 and 14Paragraph 15), nor shall Tenant be entitled to any abatement of rent, nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to of the following: (i) any damage to or destruction of all or any Leased Property by any part of the Premises from whatever cause whatsoever, regardless of whether the improvements may be rebuilt following such damage or destruction to be the same as they were before such event because of applicable Legal Requirements or otherwise; (ii) the taking of the Premises or any Condemnationportion thereof by condemnation, eminent domain, requisition or otherwise; (iii) the prohibition, limitation or restriction of Tenant’s use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s acquisition of or ownership of all or any Leased Property other than pursuant to an express provision part of this Leasethe Premises, except as expressly provided herein; (vi) any default on the part of Landlord under this Lease or under any other agreement, agreement to which Landlord and Tenant may be parties; or (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that the Basic Rent and the Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto)events, and that the obligations of Tenant under this Lease hereunder shall continue unaffectedunaffected in all events, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding anything to the foregoingcontrary contained above in this Paragraph 6, Tenant shall have the retains a separate and independent right to pursue a cause of action sxx Landlord or seek equitable remedies against Landlord for damages resulting from Landlord’s default under with respect to any claim Tenant may have against Landlord or in any way relating to this LeaseLease or the Premises; provided, it being understood that however, any judgment, order or injunction or equitable relief granted in favor of Tenant shall have no right not axxxx, be set-off against, reduce or otherwise affect Tenant’s obligation to set off pay Basic Rent or Additional Rent or terminate or suspend this Lease or reduce, defer or otherwise affect any such damages against the Rent payable under this LeaseTenant’s obligations hereunder. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, or winding-up or other proceeding affecting Landlord, Landlord or its successors in interest or (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successors in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Except as specifically provided in this Lease, Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Property, part thereof or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, deferment or reduction of the basic rent or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyadditional rent.

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paidlease, and, ---------------------------- except as otherwise expressly set forth in this Leaseprovided herein, without noticeany present or future law to the contrary notwithstanding, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant Lessee shall not be entitled to any setoffabatement, reduction, set-off, counterclaim, recoupmentdefense or deduction with respect to any Basic Rent, abatementadditional rent or other sum payable hereunder, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations of Tenant under this Lease shall not Lessee hereunder be affected affected, by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of the Premises; any Leased Property taking of the Premises or any part thereof by condemnation or otherwise; any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of the Premises, or any interference with such use, occupancy or enjoyment by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) person; any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) ; any default on the part of Landlord under this Lease by Lessor hereunder or under any other agreement; the termination of the Ground Lease; the impossibility or illegality of performance by Lessor, (vii) Lessee or both; any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach action of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord governmental authority; or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the The parties hereto intend that the obligations of Tenant under this Lease Lessee hereunder shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (cb) Tenant agrees that it Lessee shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise Lessor or any assignee of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Lessor or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenantcourt. Tenant Except as otherwise expressly provided herein, Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease Lease, or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction abatement or defense deferment of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien additional rent or offset right against Landlord or its propertyother sums payable hereunder.

Net Lease; Non-Terminability. (a) a. This is a net lease Lease and Basic Rent Rent, Additional Rent, and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction reduction, or defense. (b) b. Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, Lease during the Term or any Renewal Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction reduction, or defense of or to Basic Rent or Rent, Additional Rent, or any other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 Lease, and 14)except for Landlord's gross negligence or willful acts, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s 's use of any of the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation limitation, or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, of any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent Rent, Additional Rent, and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) c. Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) d. This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by Law to the extent permitted by applicable law and except for conditions arising from Landlord's negligent or willful acts (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) 7.1 This is a net lease Lease and Basic Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) 7.2 Except as otherwise expressly provided in this Lease, this Lease shall not terminate terminate, and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or Additional Rentany other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s 's use of any of the Leased Property Premises by anyone other than Landlord or its successors or assigns for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, Leased Premises; (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal theretov), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, paid without notice or demand (except as otherwise expressly set forth in this Leaseprovided herein to the contrary), and without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject (collectively, a "Set-Off"). Notwithstanding anything to the terms contrary contained this Lease, Perry Graphic Communications, Inc. and Judd'x, Xxcorporated each acknowledge and agree that each of this Lease them shall be jointly and except as otherwise expressly provided in this Lease (including Paragraphs 13 severally liable for the payment, performance and 14), the observance of all Monetary Obligations and all non-monetary obligations of Tenant under this Lease. (b) Except as otherwise expressly provided herein, this Lease and the rights of Landlord and the obligations of Tenant hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this LeaseLease or any subsequent written agreement executed by and between Landlord and Tenant, (viiv) subject to the terms of any non-disturbance subordination and attornment agreement between Tenant and Lender, any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(c4(b) or any other provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) subject to the provisions of Paragraph 32 hereof, the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by any trustee, receiver or liquidator of Landlord or any court under the Federal Bankruptcy Code or other person lawfully claiming through similar proceeding, (xi) subject to the provisions of Paragraph 32 hereof, any interference with Tenant's use of the Leased Premises, (xii) market or under Landlord, economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Lease.by Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Bankruptcy Code). 15 (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent, including Percentage Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. It is the intention of the parties hereto that the Fixed Rent and Percentage Rent shall be an absolutely net return to Landlord throughout the Term of this Lease. In order that such Rent shall be absolutely net to Landlord, Tenant shall pay when due, and save and hold harmless Landlord and the Landlord Parties on an After-Tax Basis from and against, any and all costs, charges and expenses attributable to the Premises or Underlying Premises, including all fines, fees, penalties, charges (including governmental charges), assessments, sewer rents, Impositions, insurance premiums as may be required from time to time by Landlord or Mortgagee pursuant to this Lease, utility expenses, carrying charges, costs, expenses and obligations of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, the payment for which Landlord or Tenant is, or shall become, liable by reason of any rights or interest of Landlord or Tenant in, to or under the Premises or Underlying Premises or this Lease or in any manner relating to the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation of the Premises or Underlying Premises, or of any portion thereof; provided, however, that nothing herein contained shall be construed as imposing upon Tenant any obligation to pay any Excluded Taxes of Landlord arising out of, or levied in connection with, this Lease or Landlord's right or interest in the Premises or the Rent. All fees and expenses incurred in connection with the negotiation and execution of this Lease, including all legal, accounting, financial advisory, title insurance, environmental inspection, consulting and all other fees and expenses of third parties incurred by a Person in connection with the negotiation of the terms and conditions of this Lease shall be the obligation of the respective Person incurring such fees and expenses; provided, however that Tenant, on the one hand, and Landlord, on the other hand, shall share equally the costs related to preparation of surveys of the Sites listed on Exhibit F attached hereto. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except except as otherwise expressly provided in paragraph 14 of this Lease, nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms hereunder except as required by paragraph 14 of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) subject to paragraph 14 of this Lease, the taking of the Premises, Underlying Premises, or any Condemnationportion thereof by condemnation, requisition or eminent domain proceedings; (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other part of the Premises or Underlying Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; (vii) Landlord becoming dispossessed of any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, portion of the Premises subleased by Landlord pursuant to the Non-Fee Occupancy Agreements; or (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic the Fixed Rent, Percentage Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an any express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood agrees that Tenant shall have no right not be relieved of the obligations to set off any such damages against pay the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Fixed Rent or any Additional Rent, Rent in case of damage to or destruction of or condemnation (except as otherwise expressly provided in paragraph 14 of this Lease, and (iii) for any statutory lien of the Premises or offset right against Landlord or its propertythe Underlying Premises.

Net Lease; Non-Terminability. (a) This is a net lease Lease and Basic Rent and Additional Rent shall will be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction reduction, defense or defenserelief from valuation or appraisement laws. (b) Except as otherwise expressly provided in this Lease, this Lease shall will not terminate and Tenant shall will not have any right to terminate this Lease, Lease during the Term. Except as otherwise expressly provided in this Lease, Tenant shall will not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or Additional Rentany other sums payable under this Lease; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, the obligations of Tenant under this Lease shall will not be affected by any interference with Tenant’s 's use of any of the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, ; (ii) any Condemnation, ; (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased Property, Premises; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, ; (vi) any default on the part of Landlord under this Lease or under any other agreement, ; (vii) any latent or other defect in, or any theft or loss of, of any of the Leased Property or any part thereof, Premises; (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, Equipment or any other portion of the Leased Premises ; (ix) any violation of Paragraph 4(c4 (c) by Landlord or any other person lawfully claiming through or under Landlord, ; or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall will be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and Additional Rent shall all other sums payable by Tenant hereunder will continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall will continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This Lease is a net, net, net lease and Basic Rent and Additional Rent Lessee's obligations hereunder shall be paidabsolute and unconditional. Except to the extent expressly provided in Section 2.3 above, except the Basic Rent, Impositions (as otherwise expressly set forth in this Lease, hereinafter defined) and all other amounts payable by Lessee hereunder shall be absolutely net to Lessor and shall be payable by Lessee without any notice, demand, setoffcounterclaim or defense, counterclaim, recoupment, and without any abatement, suspension, deferment, diminution, deductionsetoff, deduction or reduction whatsoever, free from any charges, assessments, impositions, expenses or defensedeductions of any and every kind or nature whatsoever, so that this Lease shall yield net to Lessor under all circumstances and conditions (whether now or hereafter existing and whether or not within the contemplation of the parties), the Basic Rent, Impositions and all other amounts payable by Lessee hereunder. Lessee shall pay all costs, expenses and charges of every kind and nature relating to the Premises and the operation, use, occupancy, management, condition, maintenance and repair thereof, which arise or become due or payable prior to, during or after (but, if payable after, attributable to a period falling within) the Term (other than Ground Lease Basic Rent and any payments of principal or interest, prepayment premiums, loan fees, exit fees or any other amounts which may become due and payable by Lessor to any Leasehold Mortgagee in connection with such Leasehold Mortgage or other financing obtained by Lessor and which are not otherwise provided to be the responsibility of Lessee pursuant to the terms of this Lease), and Lessee shall indemnify Lessor against, and hold Lessor harmless from, such costs, expenses and charges, and Lessee's liability for the payment of any of such costs, expenses and charges which shall become payable after the Term as aforesaid is hereby expressly provided to survive the Term. (b) Except as otherwise expressly provided in this LeaseSection 5.1(b), any present or future law to the contrary notwithstanding, this Lease shall not terminate and Tenant terminate, nor shall not Lessee have any right to terminate terminate, rescind or void this LeaseLease or to be released or discharged from any obligations or liability hereunder, during the Term. Except as otherwise expressly provided in this Lease, Tenant nor shall not Lessee be entitled to any setoffabatement or reduction, set-off, counterclaim, recoupmentdefense or deduction with respect to any Rental or other sum payable hereunder, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Section 2.3, nor shall the obligations of Tenant under this Lease shall not Lessee hereunder be affected by under any interference with Tenant’s use of any Leased Property circumstances for any reason, including but not limited to the followingincluding, without limitation: (i) any damage to or destruction of any Leased Property by any cause whatsoeverthe Premises, (ii) any Condemnationtaking of the Premises or any part thereof by condemnation or otherwise, (iii) the any prohibition, limitation limitation, restriction or restriction prevention of Tenant’s use Lessee's use, occupancy or enjoyment of the Premises, or any Leased Propertyinterference with such use, occupancy or enjoyment by any Person (whether due to any defect in or failure of Lessor's title to the Premises or otherwise), (iv) any eviction by paramount title action of any court, administrative agency or otherwiseother governmental authority, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Leaseaction, (vi) any default omission or breach on the part of Landlord Lessor under this Lease or under any other agreementagreement to which Lessee and Lessor are parties, (vi) the impossibility of performance by Lessor or Lessee or both, or (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other causecause whatsoever, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the The obligations of Tenant under this Lease Lessee hereunder are and shall in all events be construed as separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified in writing (which writing shall be executed by Lessor and Lessee) or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right Lessee waives all rights to pursue a cause of action against Landlord for damages resulting from Landlord’s default under terminate or surrender this Lease, it being understood or to xxxxx or defer any Rental or other sums payable hereunder, except as set forth in Section 2.3 hereof, or to claim that Tenant shall have no right a constructive eviction has occurred with respect to set off the Premises or any such damages against the Rent payable under this Leasepart thereof. (c) Tenant agrees that it Lessee shall remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid void this Lease, notwithstanding (i) the Lease as a result of any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise Lessor or any assignee of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Lessor, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any receiver, trustee or liquidator or by any trusteecourt. Except as otherwise expressly provided herein, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be at any time conferred by law (i) statute or otherwise to quit, terminate or surrender this Lease or any Leased Propertythe Premises, (ii) or to any setoffabatement or deferment of any amount payable by Lessee hereunder. (d) All amounts payable by Lessee pursuant to this Lease, counterclaimincluding, recoupmentwithout limitation, abatementthe Basic Rent, suspensionImpositions, defermentand all other amounts payable by Lessee under this Lease (collectively, diminution"Rental"), deductionshall constitute rent under this Lease, reduction and all of the Rental to be paid to Lessor pursuant to the provisions of this Lease shall be paid as provided in this Article II. (e) Each item of Rental hereunder shall be obligations within the meaning of Section 365(d)(3) of the Bankruptcy Code, including without limitation, all amounts which are due and payable after the occurrence of any bankruptcy or defense insolvency proceeding of or to Basic Rent or any Additional RentLessee. (f) All Rental under this Lease shall be payable when due and, except as otherwise expressly provided herein, without notice or demand and without any abatement, deduction, counterclaim or offset whatsoever, by wire transfer of immediately available funds, and shall be payable to a bank account or bank accounts designated by Lessor in accordance with wire transfer instructions provided by Lessor, from time to time, in a notice to Lessee, which designation shall remain in effect until Lessee's receipt of any subsequent or modified written instructions. All Rental paid under this Lease to Persons other than Lessor shall be, and be construed as, payments made by Lessee for the benefit of Lessor. Lessor shall have the right to direct Lessee to pay all or any part of the Rental directly to the holder of a Leasehold Mortgage or any other third party (other than the Ground Lease Basic Rent being paid directly to the lessor under the Ground Lease pursuant to Section 2.3 above), and Lessee shall be obligated to comply with such request. (g) No payment by Lessee or receipt or acceptance by Lessor of a lesser amount than the correct amount of any Rental shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance or pursue any other remedy in this Lease or at law provided. (h) If any of the Basic Rent, Impositions or any other Rental payable under the terms and provisions of this Lease shall be or become uncollectible, reduced or required to be refunded because of any rent control or similar act or law enacted by a governmental authority, Lessee shall enter into such agreement(s) and take such other steps as Lessor may reasonably request and as may be legally permissible to permit Lessor to collect the maximum rents or other amounts which from time to time during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a) the Rental in question shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (iiib) Lessee shall pay to Lessor, to the maximum extent legally permissible, an amount equal to (i) the amount of the Rental in question which would have been paid pursuant to this Lease but for any statutory lien or offset right against Landlord or its property.such legal rent restriction less (ii) the amounts with respect to such Rental paid by Lessee during the period such legal rent restriction was in effect. II.5

Net Lease; Non-Terminability. (a) A. This Lease is a net lease and the Annual Basic Rent Rent, additional rent and Additional Rent other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Leaseprovided herein, without notice, notice or demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) B. Except as otherwise expressly provided in this Lease, this Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, nor shall Tenant shall not be entitled to the abatement of any setoffrent hereunder or any reduction thereof, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to all or destruction part of any the Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) Premises or the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title all or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect inthe Leased Premises, or the interference with such use by any theft or loss ofperson, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by except Landlord or any other person lawfully its agents, or anyone rightfully claiming by, through or under Landlord, or (x) for any other cause, cause whether similar to or dissimilar to from the foregoing, any present or future Law law to the contrary notwithstanding. It is , it being the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, that the Annual Basic Rent, additional rent and that Basic Rent and Additional Rent other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto)events, and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unless this Lease the requirement to, pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant . C. The foregoing provisions of this Article 11 shall have the right to pursue a cause of action against Landlord for damages resulting from not modify or diminish Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable obligations under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(c4(b) or any other provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant, whether as the purchase price for the Premises or otherwise, shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except Lease (except as otherwise expressly provided in this Leaseparagraph 14), nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and rent hereunder (except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14herein), nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoeverpart of the Premises from whatever cause, (ii) subject to paragraph 14, the taking of the Premises or any Condemnationportion thereof by condemnation, requisition or otherwise, (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other part of the Premises otherwise than pursuant to an express provision of this Leaseas expressly provided herein, (vi) any default on the part of Landlord under this Lease Lease, or under any other agreementagreement to which Landlord and Tenant may be parties, (vii) any latent the failure of Landlord to deliver possession of the Premises on the commencement of the term hereof or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic the Fixed Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an any express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, that it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-dissolution or winding- up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Landlord or its successor in interest, or (iiiii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successor in interest or by any court under the Federal Bankruptcy Code or otherwisein any such proceeding. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of the Fixed Rent, diminution, deduction, reduction or defense of or to Basic Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided herein. It is not the intent of the parties hereto to restrict in this Leaseany way Tenant's other remedies, and (iii) for any statutory lien whether at common law or offset right against Landlord or its propertyunder statute.

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paidlease, and, except as otherwise expressly set forth in this Leaseprovided herein, without noticeany present or future law to the contrary notwithstanding, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant Lessee shall not be entitled to any setoffabatement, reduction, set-off, counterclaim, recoupmentdefense or deduction with respect to any Basic Rent, abatementadditional rent or other sum payable hereunder, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), nor shall the obligations of Tenant under this Lease shall not Lessee hereunder be affected affected, by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of the Premises; any Leased Property taking of the Premises or any part thereof by condemnation or otherwise; any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of the Premises, or any interference with such use, occupancy or enjoyment by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) person; any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) ; any default on the part of Landlord under this Lease by Lessor hereunder or under any other agreement; the termination of the Ground Lease; the impossibility or illegality of performance by Lessor, (vii) Lessee or both; any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach action of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord governmental authority; or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the The parties hereto intend that the obligations of Tenant under this Lease Lessee hereunder shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (cb) Tenant agrees that it Lessee shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise Lessor or any assignee of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Lessor or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenantcourt. Tenant Except as otherwise expressly provided herein, Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease Lease, or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction abatement or defense deferment of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien additional rent or offset right against Landlord or its propertyother sums payable hereunder.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, paid without notice or demand (except as otherwise expressly set forth in this Lease, the case of Additional Rent) and without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(cany provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the Nothing herein shall, however, prevent Tenant from seeking injunctive relief against Landlord if Landlord breaches its obligations under Paragraph 4(b) or from seeking equitable relief against Landlord if it breaches its obligations under Paragraphs 35 or 36. (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingThe obligation to pay Rent or amounts equal thereto shall not be affected by any collection of rents by any governmental body pursuant to a tax lien or otherwise, Tenant shall have the right to pursue even though such obligation results in a cause double payment of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent. All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(cany provision of this Lease by Landlord, except for dispossession, eviction or ejection of Tenant in violation of this Lease, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any other person lawfully claiming through court under the Federal Bankruptcy Code or under Landlordotherwise, except for dispossession, eviction or ejection of Tenant in violation of this Lease, (xi) any interference with Tenant's use of the Leased Premises, (xii) market or economic changes or (xxiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the . (c) The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unaffected unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the All Rent payable under this Leaseby Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). (cd) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except Except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a net lease and Basic all Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, notice or demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or (collectively, a "Set-Off"). (b) This Lease shall not terminate, Tenant shall not have any right to Basic Rent or Additional Rent; and subject to the terms of terminate this Lease and during the Term (except as otherwise expressly provided in herein), Tenant shall not be entitled to any Set-Off of or to any Rent or any other sums payable under this Lease (including Paragraphs 13 and 14except as otherwise expressly provided herein), and the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s 's use of any of the Leased Property Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Property Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s 's use of any of the Leased PropertyPremises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease hereunder or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any of the Leased Property or any part thereofPremises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c4(b) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the The obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic all Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingThe obligation to pay Rent or amounts equal thereto shall not be affected by any collection of rents by any governmental body pursuant to a tax lien or otherwise, Tenant shall have the right to pursue even though such obligation results in a cause double payment of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this LeaseRent. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and thatand, except as otherwise expressly provided herein, it Tenant shall not take any action to terminate, rescind or avoid this Lease, notwithstanding notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting LandlordLandlord so long as such proceeding does not terminate Tenant's right to possession, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))or the Assignment, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by Landlord, any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic any Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyherein.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and Basic the Fixed Rent, Additional Rent and Additional Rent all other sums payable hereunder by Tenant shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without noticeprovided herein), demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. It is the intention of the parties hereto that the Fixed Rent shall be an absolutely net return to Landlord throughout the Term of this Lease. In order that such Rent shall be absolutely net to Landlord, Tenant shall pay when due, and save and hold harmless Landlord and the Landlord Parties on an After-Tax Basis from and against, any and all costs, charges and expenses attributable to the Premises or Underlying Premises, including all fines, fees, penalties, charges (including governmental charges), assessments, sewer rents, Impositions, insurance premiums as may be required from time to time by Landlord or Mortgagee pursuant to this Lease, utility expenses, carrying charges, costs, expenses and obligations of every kind and nature whatsoever, general and special, ordinary and extraordinary, foreseen and unforeseen, the payment for which Landlord or Tenant is, or shall become, liable by reason of any rights or interest of Landlord or Tenant in, to or under the Premises or Underlying Premises or this Lease or in any manner relating to the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation of the Premises or Underlying Premises, or of any portion thereof; provided, however, that nothing herein contained shall be construed as imposing upon Tenant any obligation to pay any Excluded Taxes of Landlord arising out of, or levied in connection with, this Lease or Landlord's right or interest in the Premises or the Rent. All fees and expenses incurred in connection with the negotiation and execution of this Lease, including all legal, accounting, financial advisory, title insurance, environmental inspection, consulting and all other fees and expenses of third parties incurred by a Person in connection with the negotiation of the terms and conditions of this Lease shall be the obligation of the respective Person incurring such fees and expenses; provided, however that Tenant, on the one hand, and Landlord, on the other hand, shall share equally the costs related to preparation of surveys of the Sites listed on Exhibit F attached hereto. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and terminate, nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except except as otherwise expressly provided in paragraphs 14 and 36 of this Lease, nor shall Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms hereunder except as required by paragraph 14 of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)Lease, nor shall the obligations of Tenant under this Lease shall not be affected affected, by any interference with Tenant’s use reason of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) subject to paragraph 14 of this Lease, the taking of the Premises, Underlying Premises, or any Condemnationportion thereof by condemnation, requisition or eminent domain proceedings; (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, ; (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other part of the Premises or Underlying Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach Landlord becoming dispossessed of any warranty of any seller or manufacturer of any portion of the Equipment, (ix) any violation of Paragraph 4(c) Premises subleased by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar pursuant to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (Non-Fee Occupancy Agreements; or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paidlease, except as otherwise expressly set forth in this Leaseand, without noticeany present or future law to the contrary notwithstanding, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant Lessee shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, abatement or reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and (except as otherwise expressly provided in this Lease paragraphs 12 (including Paragraphs 13 Condemnation, Casualty and 14Temporary Requisition) or paragraph 30 (Utilities)), setoff, counterclaim, defense or deduction with respect to any Fixed Rent, additional rent or other sum payable hereunder, nor, except as otherwise expressly provided herein, shall the obligations of Tenant under this Lease shall not Lessee hereunder be affected affected, by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of the Premises; any Leased Property taking of the Premises or any part thereof by condemnation or otherwise; any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of the Premises, or any interference with such use, occupancy or enjoyment by any cause whatsoeverperson other than Lessor, (ii) or Lessor's partners, employees, officers or agents; any Condemnation, (iii) assignment or transfer in whole or in part of Lessor's or Lessee's interest under this Lease; any matter affecting title to the prohibition, limitation Premises or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of excluding any Leased Property other than pursuant to an express provision of this Leaseclaim made by any person by, (vi) through or under Lessor; any default on the part of Landlord under this Lease by Lessor hereunder or under any other agreement; any proceeding relating to Lessor; the impossibility or illegality of performance by Lessor, (vii) Lessee or both; any latent bankruptcy of Lessor or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord anyone claiming under Lessor; foreclosure or any other person lawfully claiming through enforcement procedure by any Mortgagee of all or under Landlordany portion of the Premises; any action of any governmental authority; Lessee's acquisition or ownership, subsequent to the date hereof, of part of the Premises; or (x) any other cause, whether similar or dissimilar to the foregoing, or foreseen or unforeseen, any present or future Law law to the contrary notwithstanding. It is the intention notwithstanding and whether or not Lessor or Lessee shall have notice or knowledge of any of the foregoing. The parties hereto to this Lease intend that the obligations of Tenant under this Lease Lessee hereunder shall be separate and independent covenants and agreements, agreements and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (cb) Tenant agrees that it Lessee shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Lessor, or (iii) any assignee of Lessor, or any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenantcourt. Tenant Lessee hereby waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property(except as expressly provided herein under paragraph 12 (Condemnation, Casualty and Temporary Requisition)), (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in surrender this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.or

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paidand, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except ---------------------------- as otherwise expressly provided in this Lease, this Lease any present or future Law to the contrary notwithstanding, shall not terminate and Tenant terminate, nor shall not have the Lessee be entitled to any right abatement, reduction, set-off, counterclaim, defense or deduction with respect to terminate this Leaseany Fixed Rent, during the TermAdditional Rent or other sum payable hereunder. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease the Lessee shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of the Mill I Property or any Leased Property part thereof by any cause whatsoeverwhatsoever (including, without limitation, by fire, Casualty or act of God or enemy or any other force majeure event); (ii) any Condemnation, including, without limitation, a temporary Condemnation of the Mill I Property or any part thereof; (iii) the any prohibition, limitation limitation, restriction or restriction prevention of Tenant’s use the Lessee's use, occupancy or enjoyment of the Mill I Property or any Leased Property, part thereof by any Person; (iv) any eviction by paramount matter affecting title to the Mill I Property or otherwise, any part thereof; (v) Tenant’s acquisition any eviction of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect inLessee from, or any theft or loss of possession by the Lessee of, any Leased the Mill I Property or any part thereof, by reason of title paramount or otherwise; (vi) any default by the Lessor hereunder or under any other Operative Document or Securitization Document; (vii) the invalidity or unenforceability of any provision hereof or in the other Operative Documents or the impossibility or illegality of performance by the Lessor or the Lessee or both; (viii) the breach any action of any warranty of any seller Federal, state or manufacturer of any of the Equipment, local governmental authority; or (ix) any violation of Paragraph 4(c) by Landlord other cause or any other person lawfully claiming through or under Landlord, or (x) any other causeoccurrence whatsoever, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the The parties hereto intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent the Lessee hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the unaffected unless such obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been modified or terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (cb) Tenant agrees that it The Lessee shall remain obligated under this Lease in accordance with its provisions terms and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), Lessor or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under court. Except as expressly permitted in this Lease, the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant Lessee waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease, or to any abatement or deferment of Fixed Rent, Additional Rent or other sums payable hereunder or under the other Operative Documents. The Lessee shall remain obligated under this Lease in accordance with its terms, and the Lessee hereby waives any and all rights now or hereafter conferred by Law or otherwise to modify or to avoid strict compliance with its obligations under this Lease. All payments made to or for the benefit of the Lessor hereunder as required hereby shall be final, and the Lessee shall not seek to recover any such payment or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) part thereof for any statutory lien or offset right against Landlord or its propertyreason whatsoever, absent manifest error.

Net Lease; Non-Terminability. (a) This Lease is a net lease lease, and Basic Rent, Additional Rent and Additional Rent all other sums payable by Tenant shall be paid, paid without notice (except as otherwise expressly set forth in this Lease, without notice, specifically provided herein) or demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; Rent or any other sums payable hereunder and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property affected, for any reason, including but not limited to the following: (i) any damage to or the destruction of all or any part of the Leased Property by any cause whatsoeverPremises from whatever cause, (ii) the taking of the Leased Premises or any Condemnationportion thereof or interest therein by condemnation, requisition or otherwise for any reason, (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any part of the Leased PropertyPremises, or any interference with such use, (iv) any title defect or encumbrance, or any eviction from the Leased Premises by paramount title or otherwise, (v) Tenant’s 's acquisition of or ownership of any interest in all or any part of the Leased Property other Premises otherwise than pursuant to an express provision of this Lease, (vi) any default failure on the part of Landlord under to observe any provision of this Lease Lease, or any default by Landlord under any other agreementagreement to which Landlord and Tenant may be parties, (vii) any latent claim which Tenant has or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under might have against Landlord, or (xviii) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstandingnotwithstanding except by agreement by and among Landlord, Tenant, and the Credit Facility Providers. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to and be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto)events, and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unless this Lease shall have been terminated pursuant the requirement to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind pay or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.perform

Net Lease; Non-Terminability. (a) This Lease is a net lease and Basic Rent and Additional Rent shall be paidand, except as otherwise in this Lease expressly set forth provided, Lessee shall pay all costs, taxes, assessments and other expenses of every character, foreseen or unforeseen, for the payment of which Lessor or Lessee is or shall become liable by reason of its estate or interest in the Property, or which are connected with or arise out of the possession, use, occupancy, maintenance, repair or rebuilding of the Property or any portion thereof, including, without limitation, those specifically referred to in this Lease. Basic Rent, Additional Rent and any and all other amounts payable by Lessee hereunder, including, without noticelimitation, demandthe purchase price and other amounts which may become payable pursuant to paragraph 12(b) or paragraph 14, setoffshall be paid by Lessee without notice or demand except as otherwise in this Lease expressly provided, and without any set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, defense, abatement or reduction of any kind or defensefor any reason except as otherwise provided in paragraph 29. (b) Except as otherwise expressly provided in paragraph 11(c), 12(b), 14, 15(a), 16(b), 17 and 20 of this Lease, this Lease shall not terminate and Tenant nor shall not Lessee have any right to terminate this LeaseLease or to be released or discharged from any obligations or liabilities hereunder for any reason including, during without limitation, any damage to, or destruction of, the Term. Except as otherwise expressly provided in this LeaseProperty or any portion thereof; any limitation, Tenant shall not be entitled restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy or possession of the Property or any portion thereof (whether due to any setoffdefect in or impairment of, counterclaimor the partial or complete failure of, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject Lessor's title to the terms Property or otherwise); any condemnation, confiscation, requisition or 6 other taking or sale of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14)the possession, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reasonuse, including but not limited occupancy or title to the following: (i) Property or any damage to portion thereof; any action, omission or destruction of any Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default breach on the part of Landlord Lessor under this Lease or under any other agreementagreement at the time existing between Lessor and Lessee; the inadequacy, (vii) any latent incorrectness or other defect in, or any theft or loss of, any Leased failure of the description of the Property or any part thereof, (viii) portion thereof to demise and let to Lessee the breach property intended to be leased hereby; any claim as a result of any warranty other business dealings of Lessor and Lessee; Lessee's acquisition of ownership of the Property or any portion thereof or any sale or other disposition of the Property or any portion thereof; the impossibility of performance by Lessor or Lessee or both; force majeure; any action or threatened or pending action of any seller court, administrative agency or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord other governmental authority; or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary law notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall Lessee will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, it shall will not take any action to terminateterminate (except in accordance with the express provisions hereof), rescind or avoid this LeaseLease for any reason, notwithstanding (i) the any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up dissolution or other proceeding affecting Landlord, (ii) the exercise Lessor or any assignee of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii))Lessor, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any receiver, trustee or liquidator (or other similar official) or by any trusteecourt. All payments by Lessee of Basic Rent, receiver Additional Rent and other amounts payable by Lessee hereunder shall be final and Lessee will not seek to recover any such payment or liquidator any part thereof for any reason. Lessee waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any abatement or reduction of Landlord Basic Rent, Additional Rent or other amounts payable by Lessee hereunder, or for damage, loss, cost or expense suffered by Lessee, on account of any court under of the Federal Bankruptcy Code reasons referred to in paragraph 6(b) or this paragraph 6(c) or otherwise. (d) This Lease is If for any reason the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in Basic Rent payable under this Lease but shall be diminished or subject to diminution through attachment, demand, lien, levy, process or otherwise, by reason of any taxes, costs, expenses, indebtedness, obligations or liabilities of any character incurred by any person, or by reason of any demands, charges or liens of any nature against any person or against such Basic Rent, so that such Basic Rent shall be rendered inadequate to pay when due the payments 7 5 of interest and principal on the indebtedness secured by the Mortgage, or if the application of such Basic Rent by the Trustees to the payments of interest and principal on the Notes shall be delayed, hindered or prevented, or the right of the Trustees to apply the same shall be in any way adversely affected, or if the registered owners of the Notes shall be subject to any liability to refund or pay over the same, Lessee will indemnify the Trustees against any liability which may now arise from any such application to payments on the Notes and will indemnify the registered owners of the Notes from any obligation to refund or hereafter otherwise be conferred by law (i) to quitpay over any such amount, terminate or surrender and will pay an additional sum payable on each Payment Date under this Lease or any Leased Propertysufficient to pay and discharge all such taxes, (ii) to any setoffcosts, counterclaimexpenses, recoupmentindebtedness, abatementobligations, suspensionliabilities, defermentclaims, diminutiondemands, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Leasecharges and liens, and (iii) for any statutory lien to eliminate or offset right against Landlord prevent such delay, hindrance, obstacle or its propertyliability, and to protect fully such right.

Net Lease; Non-Terminability. (a) This is a net lease and Basic Rent and Additional Rent all Monetary Obligations shall be paid, except as otherwise expressly set forth in this Lease, paid without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction notice or defense. (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate demand and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoffwithout set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except (collectively, a "Set-Off"). (b) Except as otherwise expressly provided in herein, this Lease (including Paragraphs 13 and 14), the rights of Landlord and the obligations of Tenant under this Lease hereunder shall not be affected by any interference with Tenant’s use of any Leased Property event or for any reason, including but not limited to the following: (i) any damage to or theft, loss or destruction of any of the Leased Property by any cause whatsoeverPremises, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s 's acquisition of ownership of any of the Leased Property Premises other than pursuant to an express provision of this Lease, (viiv) any default on the part of Landlord under this Lease hereunder or under any Note, Mortgage, Assignment or any other agreement, (viiv) any latent or other defect in, or in any theft or loss of, any of the Leased Property or any part thereofPremises, (viiivi) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ixvii) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoingLease by Landlord, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (iviii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, dissolution or winding-up of, or other proceeding affecting Landlord, (iiix) the exercise of any remedy, including foreclosure, under the any Mortgage or Assignment, (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iiix) any action with respect to (c) The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant 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 Lease. The obligation to pay Rent or amounts equal thereto shall not be affected by any collection of rents by any governmental body pursuant to a tax lien or otherwise, even though such obligation results in a double payment of Rent. All Rent payable by Tenant hereunder shall constitute "rent" for all purposes (including Section 502(b)(6) of the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwiseCode). (d) This Lease is the absolute Except as otherwise expressly provided herein, Tenant shall have no right and unconditional obligation of Tenant. Tenant hereby waives all rights which are not expressly stated in this Lease but which it may now or hereafter otherwise be conferred by law have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased PropertyPremises, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense Set-Off of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its propertyMonetary Obligations.

Net Lease; Non-Terminability. (a) This is a an absolutely net lease and to Landlord. It is the intent of the parties hereto that the Basic Rent and Additional Rent payable under this Lease shall be paidan absolutely net return to Landlord and that Tenant shall pay all costs and expenses relating to the Premises and all operations carried on therein, except as unless otherwise expressly set forth provided in this Lease. Any amount or obligation herein relating to the Premises which is not expressly declared to be that of Landlord shall be deemed to be an obligation of Tenant to be timely performed by Tenant at Tenant's expense. Basic Rent, Additional Rent and all other sums payable hereunder by Tenant, shall be paid without noticenotice (except as expressly provided as described in Article VII of this Lease), demand, setoffset-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction deduction or defense. (b) Except as otherwise expressly provided in this Lease, this This Lease shall not terminate and nor shall Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and (except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14Article VII), nor shall Tenant be entitled to any abatement or reduction of rent hereunder (except as expressly provided in Article VII of this Lease), nor shall the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the followingreason of: (i) any damage to or destruction of all or any Leased Property by any cause whatsoever, part of the Premises from whatever cause; (ii) the taking in whole or in part of the Premises or any Condemnationportion thereof by condemnation, requisition or otherwise except as provided in Article VII; (iii) the prohibition, limitation or restriction of Tenant’s 's use of all or any Leased Propertypart of the Premises, or any interference with such use; (iv) any eviction by paramount title or otherwise, otherwise or any other defect in title or breach of the right of Tenant to quiet enjoyment of the Premises; (v) Tenant’s 's acquisition of or ownership of all or any Leased Property other of the Premises otherwise than pursuant to an express provision of this Lease, as expressly provided herein; (vi) any default on the part of Landlord under this Lease Lease, or under any other agreement, agreement to which Landlord and Tenant may be parties; (vii) any latent abandonment of the Premises by Tenant or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller an invalidity, unenforceability, rejection or manufacturer of any disaffirmance of the Equipment, Lease by operation of law or otherwise; or (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, cause whether similar or dissimilar to the foregoing, any present or future Law law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease hereunder shall be separate and independent covenants and agreements, and that the Basic Rent, the Additional Rent and Additional Rent all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease hereunder shall continue unaffected, unless this Lease the requirement to pay or perform the same shall have been terminated pursuant to an express provision Article VII of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease. (c) Tenant agrees that it shall will remain obligated under this Lease in accordance with its provisions terms, and that, except as otherwise expressly provided herein, it shall will not take any action to terminate, rescind or avoid this Lease, notwithstanding Lease because of: (i) the bankruptcy, insolvency, reorganization, composition, any readjustment, liquidation, dissolution, or winding-up or other proceeding affecting Landlord, Landlord or its successors-in-interest or (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code any trustee or by any trustee, receiver or liquidator of Landlord or its successors-in-interest or by any court in any such proceeding; provided, however, that nothing in this Section 3.6 shall diminish the legal or equitable rights of Tenant in the event that Tenant is not in default under the Federal Bankruptcy Code or otherwisethis Lease. (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law or otherwise (i) to quit, terminate or surrender this Lease or the Premises or any Leased Propertypart thereof, or (ii) to any setoff, counterclaim, recoupment, abatement, suspension, defermentdeferment or reduction of the Basic Rent, diminution, deduction, reduction or defense of or to Basic Additional Rent or any Additional Rentother sums payable under this Lease, except as otherwise expressly provided in Article VII of this Lease. (e) Under no circumstances shall Landlord be required to make any payment of any kind hereunder or to have any obligation with respect to the use, and (iii) for possession, control, maintenance, alteration, rebuilding, replacing, repairing, restoration or operation of all or any statutory lien or offset right against Landlord or its propertypart of the Premises.