Common use of Net Lease; Nonterminability Clause in Contracts

Net Lease; Nonterminability. 2.4.1. This Lease is a complete “net lease,” and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Rent, Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein), demand, counterclaim, set-off, deduction, or defense; without abatement, suspension, deferment, diminution or reduction; and free from any charges, assessments, impositions, expenses or deductions of any and every kind of and nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto and the use and occupancy thereof that may arise or become due during the Term (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees shall have no (a) responsibility in respect thereof and (b) liability for damage to the property of Tenant or any subtenant of Tenant on any account or for any reason whatsoever, except in the event of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination of this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2. Except as otherwise expressly provided in Sections 18 and 21 of this Lease, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, without limitation: (i) any damage to or destruction of the Premises; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises (whether due to any default in, or failure of, Landlord’s title to the Premises or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premises; (iv) any action, omission or breach on the part of Landlord under this Lease or any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises to demise and let to Tenant the property intended to be leased hereby; (vi) any sale or other disposition of the Premises by Landlord; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord, or any action with respect to this Lease that may be taken by any receiver, trustee or liquidator or by any court. Tenant waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, or to any abatement or deferment of any amount payable by Tenant hereunder, or for claims against any Indemnitee for any Losses suffered by Tenant on account of any cause referred to in this Section 2.4 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee).

Net Lease; Nonterminability. 2.4.1. This Lease is a complete “net lease,” and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Rent, Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein), demand, counterclaim, set-off, deduction, or defense; without abatement, suspension, deferment, diminution or reduction; and free from any charges, assessments, impositions, expenses or deductions of any and every kind of and nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto and the use and occupancy thereof that may arise or become due during the Term (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by TenantXxxxxx, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, LandlordXxxxxxxx’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees shall have no (a) responsibility in respect thereof and (b) liability for damage to the property of Tenant or any subtenant of Tenant on any account or for any reason whatsoever, except in the event of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination of this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2. Except as otherwise expressly provided in Sections 18 and 21 of this Lease, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, without limitation: (i) any damage to or destruction of the Premises; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises (whether due to any default in, or failure of, LandlordXxxxxxxx’s title to the Premises or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premises; (iv) any action, omission or breach on the part of Landlord under this Lease or any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises to demise and let to Tenant the property intended to be leased hereby; (vi) any sale or other disposition of the Premises by Landlord; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord, or any action with respect to this Lease that may be taken by any receiver, trustee or liquidator or by any court. Tenant waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, or to any abatement or deferment of any amount payable by Tenant hereunder, or for claims against any Indemnitee for any Losses suffered by Tenant on account of any cause referred to in this Section 2.4 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee).

Net Lease; Nonterminability. 2.4.1. This Lease is a complete “bond net lease,” and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Rent, Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein), demand, counterclaim, set-off, deduction, or defense; defense and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto and the use and occupancy thereof that may arise or become due prior to or during the Term (whether or not including Operating Expenses related to the same shall become period prior to the Term and payable during the Term of this Lease or thereafterTerm) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of ; and Landlord, Landlord’s mortgagee or lender, Agent lender and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, to as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any Landlord and the Indemnitee parties of the Indemnitees Landlord shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees Indemnitee parties of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligencelender. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees shall have no (a) responsibility in respect thereof and (b) liability for damage to the property of Tenant or any subtenant of Tenant on any account or for any reason whatsoever, except in the event of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination of this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party, and that Tenant has the authority to operate, maintain and repair the Premises as it deems appropriate, in its sole discretion, subject to the terms of the Lease. 2.4.2. Except as otherwise expressly provided in Sections 18 and 21 of this Lease, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, without limitation: (i) any damage to or destruction of the Premises; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises (whether due to any default in, or failure of, Landlord’s title to the Premises or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premises; (iv) any action, omission or breach on the part of Landlord under this Lease or any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises to demise and let to Tenant the property intended to be leased hereby; (vi) any sale or other disposition of the Premises by Landlord; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord, or any action with respect to this Lease that may be taken by any receiver, trustee or liquidator or by any court. Tenant waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, or to any abatement or deferment of any amount payable by Tenant hereunder, or for claims against any Indemnitee for any Losses suffered by Tenant on account of any cause referred to in this Section 2.4 or elsewhere in this Lease otherwise (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee).

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “"net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to Tenant shall pay all Base Basic Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Rent, Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Property and the appurtenances thereto and the use and occupancy thereof that which may arise or become due during or with respect to the Term (whether or not period constituting the same shall become payable during the Term of this Lease or thereafter) term hereof shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of by Tenant from and against the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligencesame. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting and management ofof the Leased Property, the Premises. and Tenant shall and hereby does indemnify, defend indemnify and hold the Indemnitees Landlord harmless from and against any and all Losses liability, costs, damages, losses and claims (defined belowincluding reasonable attorneys' fees) actually incurred by any or all of the Indemnitees with in respect tothereof, and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Landlord shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant or any subtenant of Tenant on any account or for any reason whatsoever. Without limiting the generality of the foregoing, except in during the event of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination Term of this Lease. It is the purpose and intention Lease Tenant shall perform all of the parties to this Lease that obligations of the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of sublandlord under any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant subleases affecting all or any other partypart of the Leased Property which Tenant may hereafter enter into as sublandlord. 2.4.2. (b) Except as otherwise expressly provided in Sections 18 paragraph (c) of Article 12 and 21 clause (ii) of this Leaseparagraph (b) of Article 22 hereof, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, including without limitation: (i) , any damage to or destruction of the PremisesLeased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises Leased Property (whether due to any default in, defect in or failure of, of Landlord’s 's title to the Premises Leased Property or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the PremisesLeased Property; (iv) any action, omission or breach on the part of Landlord under this Lease or under any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises Leased Property to demise and let to Tenant the property intended to be leased hereby; (vi) Tenant's acquisition of ownership of the Leased Property or any sale or other disposition of the Premises by LandlordLeased Property; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. (c) Tenant will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 paragraph (c) of this LeaseArticle 12), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator or by any court. Tenant waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the PremisesLeased Property, or to any abatement or deferment of any amount payable by Tenant hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant on account of any cause referred to in this Section 2.4 Article 5 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “net lease,” and Tenant’s obligations arising or accruing during the Term of this his Lease to pay all Base Basic Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Basic Rent, Additional Rent and all other payments hereunder required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Property and the appurtenances thereto and the use and occupancy thereof that which may arise or become due and payable prior to or with respect to the Term of this Lease (whether or not the same shall become payable during the Term of this Lease of thereafter) shall be paid by Tenant, and Landlord, Landlord’s mortgagee, and their respective employees, shareholders, officers, directors, members managers, trustees, partners or principals, disclosed or undisclosed, and each of their respective employees, shareholders, officers, directors, members, managers, trustees, partners, invitees, agents, or principals, disclosed or undisclosed and all of their respective successors and assigns (hereinafter collectively referred to as the “Indemnitees” and each individually as an “Indemnitee”), shall be indemnified and saved harmless by Tenant from and against the same other than by reason of such Indemnittee’s willful misconduct or gross negligence. Tenant assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of the Leased Property, and Tenant shall indemnify, defend and hold the Indemnitees harmless from and against any and all liability, costs, damages, losses and claims (including reasonable attorneys’ fees and expenses) actually incurred to the extent of matters which arise or accrue prior to or with respect to the Term of this Lease (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant or any subtenant of Tenant on any account or of for any reason whatsoever, except in the event whatsoever other than by reason of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive Without limiting the expiration or termination generality of the foregoing, during the Term of this LeaseLease Tenant shall perform all of the obligations of the sublessor under any sublease affecting all or any part of the Leased Property which Tenant may hereafter enter into as sublessor. It is the purpose and intention of the parties to this Lease that the Base Basic Rent due hereunder shall be absolutely net to the Landlord and Landlord that this Lease shall have no obligation or responsibilityyield, of any nature whatsoevernet to the Landlord, the Basic Rent, Additional Rent and all other payments hereunder required to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of be made by Tenant or any other partyas provided in this Lease. 2.4.2. (b) Except as otherwise expressly provided in Sections 18 Articles 13(c) and 21 of this Lease23(b)(ii) hereof, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, without limitation: (i) any damage to or destruction of the PremisesLeased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, with any use or the occupancy of the Premises Leased Property (whether due to any default in, defect in or failure of, of Landlord’s title to the Premises Leased Property or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the PremisesLeased Property; (iv) any action, omission or breach on the part of Landlord under this Lease or under any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises Leased Property to demise and let to Tenant the property Property intended to be leased hereby; : (vi) any sale or other disposition Tenant’s acquisition of ownership of the Premises by LandlordLeased Property; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. (c) Tenant will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 subsection (c) of this LeaseArticle 13 hereof), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator or by any court. Tenant waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the PremisesLeased Property, or to any abatement or deferment of any amount payable by Tenant hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant on account of any cause referred to in this Section 2.4 Article 6 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “an absolutely "net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant Lessee shall pay all Base Rent, Basic Rent and Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Property and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee as lessee hereunder which may arise or become due during or with respect to the Term (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereofLessee. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant Lessee assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting maintenance and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, Leased Property and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Lessor shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant Lessee or any subtenant sublessee of Tenant on any account Lessee or anyone claiming by, through or under Lessee for any reason whatsoever, except in unless such damage is caused by the event negligence of Lessor or Lessor's agents, contractors, invitees or employees, provided, that such negligence shall not entitle Lessee to abate, suspend, defer, diminish or reduce the payment of Basic Rent xxx Additional Rent. (and then only b) Without limiting the generality of the foregoing, during the Term of this Lease, Lessee shall perform all of the obligations of the sublessor under any subleases affecting all or any part of the Leased Property which Lessee may hereinafter enter into as sublessor to the extent of) that Lessee's failure to perform such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive obligations could result in the expiration or termination occurrence of an Event of Default under this Lease. It is the purpose Lessee acknowledges and intention of the parties agrees that its obligations hereunder, including, without limitation, its obligations to this Lease that the Base pay Basic Rent due hereunder and Additional Rent, shall be absolutely net unconditional and irrevocable under any and all circumstances and shall not be subject to the Landlord and Landlord shall have no obligation cancellation, termination, modification or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2repudiation by Lessee. Except as otherwise expressly provided in Sections 18 paragraph (h) of Article 9, paragraph (c) of Article 12, Article 20 and 21 of this LeaseArticle 23, this Lease shall not terminate, nor . Lessee shall Tenant have any no right to terminate this Lease Lease, and shall perform all obligations hereunder, including the payment of all Basic Rent and Additional Rent, without notice, demand, counterclaim, set-off, deduction, defense or to be released recoupment, and without abatement, suspension, deferment, diminution or discharged from any obligations or liabilities hereunder reduction for any reason, including, without limitation: (i) , any past, present or future claims which Lessee may have against the Lessor, Lessor's Mortgagee, their respective successors and assigns or any other Person for any reason whatsoever; any defect in the Leased Property or any portion thereof, or in the title, condition, design, construction, durability or fitness for a particular use thereof; any damage to or destruction or loss of all or part of the PremisesLeased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference withwith or interruption of, any use or the occupancy of the Premises Leased Property (whether due to any default in, defect in or failure of, Landlord’s of Lessor's title to the Premises Leased Property, any lien or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the PremisesLeased Pennsylvania Lease Agreement Property; (iv) any action, omission or breach on the part of Landlord Lessor under this Lease or under any other agreement between Landlord Lessor and TenantLessee, or any other indebtedness or liability, howsoever and whenever arising, of Lessor, any assignee of Lessor, or Lessee to any other Person, or by reason of insolvency, bankruptcy or similar proceedings by or against Lessor, or any assignee of Lessor, or Lessee; (v) the inadequacy or failure inaccuracy of the description of the Premises Leased Property or the failure to demise and let to Tenant Lessee the property intended to be leased hereby; Lessee's acquisition of ownership of the Leased Property (vi) as to any obligation arising prior to or incident to such acquisition and any obligation intended to survive such acquisition including, without limitation, the payment of the full purchase price in strict accordance with the terms hereof); any sale or other disposition of the Premises by LandlordLeased Property; (vii) the impossibility or illegality of performance by Landlord Lessor or Tenant Lessee or both; (viii) the failure of Lessor to deliver possession of the Leased Property; any action of any court, administrative agency or other governmental authorityGovernmental Authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present Legal Requirement notwithstanding; it being the intention of the parties hereto that all Basic Rent and Additional Rent payable by Lessee hereunder shall continue to be payable in all events and in the manner and at the times herein provided, without notice or future law notwithstanding. Nothing in this paragraph demand, unless the obligation to pay the same shall be construed as an agreement by Tenant terminated pursuant to perform any illegal act or to violate the order express provisions of any court, administrative agency or other governmental authoritythis Lease. 2.4.3. Tenant (c) Lessee will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease)terminate, rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Lessor, or any assignee of LandlordLessor, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Lessor or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, Leased Property or to any abatement abatement, reduction, deferment or deferment set-off of any amount Basic Rent, Additional Rent or other sum payable by Tenant hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant Lessee on account of any cause referred to in this Section 2.4 Article 5 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “an absolutely "net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant Lessee shall pay all Base Rent, Basic Rent and Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Property and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee as lessee hereunder which may arise or become due during or with respect to the Term (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereofLessee. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant Lessee assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting maintenance and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, Leased Property and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Lessor shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant Lessee or any subtenant sublessee of Tenant on any account Lessee or anyone claiming by, through or under Lessee for any reason whatsoever, except in unless such damage is caused by the event negligence of Lessor or Lessor's agents, contractors, invitees or employees, provided, that such negligence shall not entitle Lessee to abate, suspend, defer, diminish or reduce the payment of Basic Rent xxx Additional Rent. (and then only b) Without limiting the generality of the foregoing, during the Term of this Lease, Lessee shall perform all of the obligations of the sublessor under any subleases affecting all or any part of the Leased Property which Lessee may hereinafter enter into as sublessor to the extent of) that Lessee's failure to perform such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive obligations could result in the expiration or termination occurrence of an Event of Default under this Lease. It is the purpose Lessee acknowledges and intention of the parties agrees that its obligations hereunder, including, without limitation, its obligations to this Lease that the Base pay Basic Rent due hereunder and Additional Rent, shall be absolutely net unconditional and irrevocable under any and all circumstances and shall not be subject to the Landlord and Landlord shall have no obligation cancellation, termination, modification or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2repudiation by Lessee. Except as otherwise expressly provided in Sections 18 paragraph (h) of Article 9, paragraph (g) of Article 10, paragraph (c) of Article 12, Article 20 and 21 of this LeaseArticle 23, this Lease shall not terminate, nor . Lessee shall Tenant have any no right to terminate this Lease Lease, and shall perform all obligations hereunder, including the payment of all Basic Rent and Additional Rent, without notice, demand, counterclaim, set-off, deduction, defense or to be released recoupment, and without abatement, suspension, deferment, diminution or discharged from any obligations or liabilities hereunder reduction for any reason, including, without limitation: (i) , any past, present or future claims which Lessee may have against the Lessor, Lessor's Mortgagee, their respective successors and assigns or any other Person for any reason whatsoever; any defect in the Leased Property or any portion thereof, or in the title, condition, design, construction, durability or fitness for a particular use thereof; any damage to or destruction or loss of all or part of the PremisesLeased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference withwith or interruption of, any use or the occupancy of the Premises Leased Property (whether due to any default in, defect in or failure of, Landlord’s of Lessor's title to the Premises Leased Property, any lien or otherwise); (iii) any condemnation, requisition or other taking or sale of Alabama Lease Agreement the use, occupancy or title of or to the PremisesLeased Property; (iv) any action, omission or breach on the part of Landlord Lessor under this Lease or under any other agreement between Landlord Lessor and TenantLessee, or any other indebtedness or liability, howsoever and whenever arising, of Lessor, any assignee of Lessor, or Lessee to any other Person, or by reason of insolvency, bankruptcy or similar proceedings by or against Lessor, or any assignee of Lessor, or Lessee; (v) the inadequacy or failure inaccuracy of the description of the Premises Leased Property or the failure to demise and let to Tenant Lessee the property intended to be leased hereby; Lessee's acquisition of ownership of the Leased Property (vi) as to any obligation arising prior to or incident to such acquisition and any obligation intended to survive such acquisition including, without limitation, the payment of the full purchase price in strict accordance with the terms hereof); any sale or other disposition of the Premises by LandlordLeased Property; (vii) the impossibility or illegality of performance by Landlord Lessor or Tenant Lessee or both; (viii) the failure of Lessor to deliver possession of the Leased Property; any action of any court, administrative agency or other governmental authorityGovernmental Authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present Legal Requirement notwithstanding; it being the intention of the parties hereto that all Basic Rent and Additional Rent payable by Lessee hereunder shall continue to be payable in all events and in the manner and at the times herein provided, without notice or future law notwithstanding. Nothing in this paragraph demand, unless the obligation to pay the same shall be construed as an agreement by Tenant terminated pursuant to perform any illegal act or to violate the order express provisions of any court, administrative agency or other governmental authoritythis Lease. 2.4.3. Tenant (c) Lessee will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease)terminate, rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Lessor, or any assignee of LandlordLessor, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Lessor or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, Leased Property or to any abatement abatement, reduction, deferment or deferment set-off of any amount Basic Rent, Additional Rent or other sum payable by Tenant hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant Lessee on account of any cause referred to in this Section 2.4 Article 5 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “an absolutely "net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant Lessee shall pay all Base Rent, Basic Rent and Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Property and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee as lessee hereunder which may arise or become due during or with respect to the Term (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereofLessee. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant Lessee assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting maintenance and management of, the Premises. Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, Leased Property and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Lessor shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant Lessee or any subtenant sublessee of Tenant on any account Lessee or anyone claiming by, through or under Lessee for any reason whatsoever, except in unless such damage is caused by the event negligence or intentional wrongful acts of Lessor or Lessor's agents, contractors, invitees or employees. (and then only b) Without limiting the generality of the foregoing, during the Term of this Lease, Lessee shall perform all of the obligations of the sublessor under any subleases affecting all or any part of the Leased Property which Lessee may hereinafter enter into as sublessor to the extent ofthat Lessee's failure to perform such obligations could result in the occurrence of an Event of Default under this Lease. Lessee acknowledges and agrees that its obligations hereunder, including, without limitation, its obligations to pay Basic Rent and Additional Rent, shall be unconditional and irrevocable under any and all circumstances and shall not be subject to cancellation, termination, modification or repudiation by Lessee except as expressly set forth in paragraph (h) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive of Article 9, paragraph (C) of Article 12 and paragraph (e) of Article 23 with respect to the expiration or termination of this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2. Except as otherwise expressly provided in Sections 18 and 21 paragraph (h) of this LeaseArticle 9, paragraph (c) of Article 12 or paragraph (e) of Article 23, this Lease shall not terminate, nor shall Tenant Lessee have any right to terminate this Lease Lease, and Lessee shall perform all obligations hereunder, including the payment of all Basic Rent and Additional Rent, without notice, demand, counterclaim, set-off, deduction, defense or to be released recoupment, and without abatement, suspension, deferment, diminution or discharged from any obligations or liabilities hereunder reduction for any reason, including, without limitation: (i) , any past, present or future claims which Lessee may have against the Lessor, its mortgagee, their respective successors and assigns or any other Person for any reason whatsoever; any defect in the Leased Property or any portion thereof, or in the title, condition, design, construction, durability or fitness for a particular use thereof; any damage to or destruction or loss of all or part of the PremisesLeased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference withwith or interruption of, any use or the occupancy of the Premises Leased Property (whether due to any default in, defect in or failure of, Landlord’s of Lessor's title to the Premises Leased Property, any lien or otherwise, except for liens directly caused by Lessor without Lessee's consent and which are not otherwise the responsibility of Lessee under the express terms hereof); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the PremisesLeased Property; (iv) any action, omission or breach on the part of Landlord Lessor under this Lease or under any other agreement between Landlord Lessor and TenantLessee, or any other indebtedness or liability, howsoever and whenever arising, of Lessor, any assignee of Lessor, or Lessee to any other Person, or by reason of insolvency, bankruptcy or similar proceedings by or against Lessor, or any assignee of Lessor, or Lessee; (v) the inadequacy or failure inaccuracy of the description of the Premises Leased Property or the failure to demise and let to Tenant Lessee the property intended to be leased hereby; Lessee's acquisition of ownership of the Leased Property (vi) as to any obligation arising prior to or incident to such acquisition and any obligation intended to survive such acquisition including, without limitation, the payment of the full purchase price in strict accordance with the terms hereof); any sale or other disposition of the Premises by LandlordLeased Property; (vii) the impossibility or illegality of performance by Landlord Lessor or Tenant Lessee or both; (viii) the failure of Lessor to deliver possession of the Leased Property; any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing ; it being the intention of the parties hereto that all Basic Rent and Additional Rent payable by Lessee hereunder shall continue to be payable in this paragraph all events and in the manner and at the times herein provided, without notice or demand, unless the obligation to pay the same shall be construed as an agreement by Tenant terminated pursuant to perform any illegal act or to violate the order express provisions of any court, administrative agency or other governmental authoritythis Lease. 2.4.3. Tenant (c) Lessee will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except as expressly provided in accordance with the provisions of Section 18 Articles 9, 12 and 23 of this Lease), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Lessor, or any assignee of LandlordLessor, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Lessor or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, Leased Property or to any abatement abatement, reduction, deferment or deferment set-off of any amount Basic Rent, Additional Rent or other sum payable by Tenant hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant Lessee on account of any cause referred to in this Section 2.4 Article 5 or elsewhere in otherwise. (d) Lessor and Lessee agree that this Lease is an operating lease and does not represent a financing arrangement Each party shall reflect the transaction represented hereby in all applicable books, records and reports (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee).including income tax filings) in a manner consistent with "operating lease" treatment rather than "financing" treatment

Net Lease; Nonterminability. 2.4.1. This Lease is a complete “"bond net lease,” " and Tenant’s 's obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Rent, Additional Rent and all other payments hereunder required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; defense and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto and the use and occupancy thereof that which may arise or become due during the Term Term, (whether or not the same shall become payable during the Term of this Lease or thereafter) shall be paid by Tenant, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of , and Landlord, Landlord’s 's mortgagee or lender, Agent lender and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and their respective employees, shareholders, officers, directors, members, managers, trustees, partners, invitees, agents or principals, disclosed or undisclosed and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, to as the “Indemnitees” "INDEMNITEES" and each individually as an “Indemnitee”"INDEMNITEE"), are and shall be indemnified and saved harmless as provided belowby Tenant from and against the same other than by reason of such Indemnitee's willful misconduct or gross negligence. The willful misconduct or gross negligence of any Landlord and the Indemnitee parties of the Indemnitees Landlord shall not be imputed to (x) Landlord’s 's mortgagee or lender and the Indemnitees Indemnitee parties of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligencelender. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting and management of, of the Premises. , and Tenant shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses liability, costs, damages, losses and claims (defined belowincluding reasonable attorneys' fees and expenses) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, of matters that which arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); , and the Indemnitees shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant or any subtenant of Tenant on any account or for any reason whatsoever, except in the event whatsoever other than by reason of (and then only to the extent of) such Indemnitee’s respective 's willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination of this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord that this Lease shall have no obligation or responsibilityyield, of any nature whatsoevernet to the Landlord, the Rent and all other payments hereunder required to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of be made by Tenant or any other partyas provided in this Lease. 2.4.2. Except as otherwise expressly provided in Sections SECTIONS 18 and 21 of this Lease, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, without limitation: (i) any damage to or destruction of the Premises; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises (whether due to any default in, in or failure of, of Landlord’s 's title to the Premises or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premises; (iv) any action, omission or breach on the part of Landlord under this Lease or any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises to demise and let to Tenant the property intended to be leased hereby; (vi) Tenant's acquisition or ownership of the Premises or any sale or other disposition of the Premises by LandlordPremises; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section SECTIONS 18 and 21 of this Lease), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any assignee of Landlord, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator or by any court. Tenant waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premises, or to any abatement or deferment of any amount payable by Tenant hereunder, or for claims against any Indemnitee for any Losses damages, loss or expense suffered by Tenant on account of any cause referred to in this Section SECTION 2.4 or elsewhere in this Lease otherwise (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee).

Net Lease; Nonterminability. 2.4.1. Subordination of Indenture ------------------------------------------------------- (a) This Lease is a complete “"net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant Lessee shall pay all Base Rent, Basic Rent and Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord whatsoever including, without limitation (i) any right Lessee may have against Lessor, any Ground Lessor, any contractor or any other Person for any reason (whether in connection with this transaction or any other transaction), (ii) any breach, default or misrepresentation by Lessor or any other Person under this Lease are independent or any other Operative Document to which it is a party or (iii) any invalidity or unenforceability in whole or in part of Tenant’s obligations hereunderthis Lease or any other document or instrument relating to the transactions evidenced hereby or any other Operative Document to which it is a party, or any other infirmity herein or therein, or any lack of power or authority of any party to this Lease, or any other document or instrument related to the transactions evidenced hereby. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises each Leased Property and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee as Lessee hereunder which may arise or become due during or with respect to the period constituting the Term (whether or not of this Lease shall be paid by Lessee, and Lessee shall indemnify Lessor against any of the same shall become payable foregoing as provided in Article 8. Lessee assumes, during the Term of this Lease or thereafter) shall be paid by TenantLease, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the physical and environmental condition, use, operation, repair, maintenance, replacement maintenance and management of any and all components and systems ofeach Leased Property, and the underletting and management of, the Premises. Tenant Lessee shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue indemnify Lessor with respect to the Term of this Lease foregoing as provided in Article 8, and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Lessor shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant or any subtenant of Tenant Lessee on any account or for any reason whatsoever, except as specifically provided in the event of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination of this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other partyArticle 8. 2.4.2. (b) Except as otherwise expressly provided in Sections 18 paragraph (b) of Article 2, paragraph (c) of Article 12, clause (ii) of paragraph (b) of Article 22 hereof, Article 28, paragraph (d) of Article 37 and 21 clause (ii) of this Leaseparagraph (b) of Article 38 (with respect to the affected Leased Property but not as to the Exchange Property), this Lease shall not terminateterminate as to any Leased Property, nor shall Tenant Lessee have any right to terminate this Lease as to any Leased Property, nor shall Lessee be entitled to any abatement or reduction of rent hereunder, nor shall Lessee have the right to be released or discharged from any obligations or liabilities hereunder for any reason, including, including without limitation: (i) , any damage to or destruction of the Premisesall or part of any Leased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises any Leased Property (whether due to any default in, defect in or failure of, Landlord’s of Lessor's title to the Premises any Leased Property, any Lessor Lien or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premisesany Leased Property; (iv) any action, omission or breach on the part of Landlord any Ground Lessor or Lessor under any of the Ground Leases or on the part of Lessor under this Lease or under any other agreement between Landlord Lessor and TenantLessee; (v) the inadequacy or failure of the description of the Premises any Leased Property to demise and let to Tenant Lessee the property intended to be leased hereby; (vi) Lessee's acquisition of ownership of any Leased Property or any sale or other disposition of the Premises by Landlordany Leased Property; (vii) the impossibility or illegality of performance by Landlord Lessor or Tenant Lessee or both; (viii) the failure of Lessor to deliver possession of any Leased Property on the Basic Term Commencement Date; the inability or failure of Lessor to take leasehold title to any of the Land Parcel under any Ground Lease; any environmental condition affecting any Leased Property; any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant (c) Lessee will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except as otherwise expressly provided in accordance paragraph (b) of Article 2, paragraph (c) of Article 12, clause (ii) of paragraph (b) of Article 22, Article 28, paragraph (d) of Article 37 and clause (ii) of paragraph (b) of Article 38 (with respect to the provisions of Section 18 of this Leaseaffected Leased Property not as to the Exchange Property)), rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Lessor, or any assignee of LandlordLessor, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Lessor or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate (except as otherwise expressly provided in paragraph (b) of Article 2, paragraph (c) of Article 12, clause (ii) of paragraph (b) of Article 22, Article 28, paragraph (d) of Article 37 and clause (ii) of paragraph (b) of Article 38 (with respect to the affected Leased Property not as to the Exchange Property)) or surrender (except upon a return of the Leased Properties pursuant to Article 28 and then in accordance with Article 26) this Lease or the Premises, any Leased Property or to any abatement or deferment of any amount Basic Rent, Additional Rent or other sum payable by Tenant Lessee hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant Lessee on account of any cause referred to in this Section 2.4 Article 5 or elsewhere otherwise. (d) This Lease and all rights of Lessee hereunder are subordinate to the Indenture unless the Indenture Trustee elects, upon notification by the Indenture Trustee to Lessee, for the Indenture to be subordinate to this Lease and such rights. (e) If any act or omission of Lessor would give Lessee the right, immediately or after the lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Lessee shall not exercise such right until (i) Lessee gives notice of such act or omission to Lessor and to the Indenture Trustee, and (ii) a reasonable period of time for remedying such act or omission elapses following the time when the Indenture Trustee becomes entitled under the Indenture to remedy same (which reasonable period shall in no event be less than the period to which Lessor is entitled under this Lease or otherwise, after similar notice, to effect such remedy). (f) If the Indenture Trustee succeeds to the rights of Lessor under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then, at the request of the Indenture Trustee and upon the Indenture Trustee's written agreement to accept Lessee's attornment, Lessee shall attorn to and recognize the Indenture Trustee as Lessee's landlord under this Lease and shall promptly execute and deliver any instrument that the Indenture Trustee shall reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Indenture Trustee and Lessee upon all of the terms and conditions set forth in this Lease except that the Indenture Trustee shall not be (except claims directly arising out i) liable for any previous act or omission of Lessor under this Lease, (ii) subject to any offset which had accrued to Lessee against Lessor, (iii) obligated to complete any construction of the gross negligence Leased Properties, (iv) obligated to make any payment to or willful misconduct on behalf of Lessee, (v) required to account for any security deposit other than any actual delivered to the Indenture Trustee, or (vi) bound by any previous modification of this Lease or by any prepayment of more than one month's Basic Rent or Additional Rent unless such Indemnitee)modification or prepayment was expressly approved in writing by the Indenture Trustee through or by reason of which the Indenture Trustee succeeded to the rights of Lessor under this Lease. (g) If the Indenture Trustee requires any modification of this Lease, Lessee shall, upon notice thereof from Lessor, promptly execute and deliver to Lessor the instrument accompanying said notice from Lessor to effect such modification if such instrument is reasonable and does not adversely affect in any respect any of Lessee's rights under this Lease and does not increase in any respect any of Lessee's obligations under this Lease.

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “"net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant Lessee shall pay all Base Rent, Basic Rent and Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord whatsoever including, without limitation (1) any right Lessee may have against Lessor, any contractor or any other Person for any reason (whether in connection with this transaction or any other transaction), (2) any breach, default or misrepresentation by Lessor or any other Person under this Lease are independent Lease, the Agency Agreement, or any other Operative Document, or (3) any invalidity or unenforceability in whole or in part of Tenant’s obligations hereunderthis Lease, the Agency Agreement, the Acquisition Agreement, or any other Operative Document, or any other infirmity herein or therein, or any lack of power or authority of any party to this Lease, the Agency Agreement, the Acquisition Agreement or any other Operative Document. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Property and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee as Lessee hereunder which may arise or become due during or with respect to the period constituting the Term (whether or not the same shall become payable during the Term of this Lease or thereafter) hereof shall be paid by TenantLessee, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and Lessee shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of indemnify Lessor against any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and foregoing as provided in Article 8. Lessee assumes, during the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible forTerm, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the conditioncondition (physical or environmental), use, operation, repair, maintenance, replacement subletting and management of any and all components and systems ofthe Leased Property, and the underletting and management of, the Premises. Tenant Lessee shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue indemnify Lessor with respect to the Term of this Lease foregoing as provided in Article 8, and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Lessor shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant Lessee or any subtenant sublessee of Tenant Lessee on any account or for any reason whatsoever, except as specifically provided in Article 8. Without limiting the event generality of (and then only the foregoing, during the Term, Lessee shall perform all of the obligations of the sublessor under any subleases affecting all or any part of the Leased Property which Lessee may hereafter enter into as sublessor to the extent of) that Lessee's failure to perform such Indemnitee’s respective willful misconduct obligations would result in the occurrence of a Default or gross negligence. The preceding indemnity shall survive the expiration or termination Event of Default under this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2. (b) Except as otherwise expressly provided in Sections 18 Article 9, paragraph (c) of Article 12, paragraphs (a) and 21 (b) of this LeaseArticle 17, clause (ii) of paragraph (b) of Article 22, and paragraph (h) of Article 22 hereof, this Lease shall not terminate, nor shall Tenant Lessee have any right to terminate this Lease Lease, nor shall Lessee be entitled to any abatement or reduction of rent hereunder, nor shall Lessee have the right to be released or discharged from any obligations or liabilities hereunder for any reason, including, including without limitation: (i) , any damage to or destruction of all or part of the PremisesLeased Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises Leased Property (whether due to any default in, defect in or failure of, Landlord’s of Lessor's title to the Premises Leased Property, any Lessor Lien or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the PremisesLeased Property; (iv) any action, omission or breach on the part of Landlord Lessor under this Lease or under any other agreement between Landlord Lessor and TenantLessee; (v) the inadequacy or failure of the description of the Premises Leased Property to demise and let to Tenant Lessee the property intended to be leased hereby; (vi) any sale or other disposition of the Premises by LandlordLeased Property; (vii) the impossibility or illegality of performance by Landlord Lessor or Tenant Lessee or both; (viii) the failure of Lessor to deliver possession of the Leased Property; any action of any court, administrative agency or other governmental authority; any environmental condition affecting the Leased Property; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant (c) Lessee will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease)terminate, rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Lessor, or any assignee of LandlordLessor, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Lessor or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the PremisesLeased Property (except as otherwise expressly provided with respect to condemnation in paragraph (c) of Article 12, paragraphs (a) and (b) of Article 17 hereof and paragraph (h) of Article 22 hereof), or to any abatement or deferment of any amount Basic Rent, Additional Rent or other sum payable by Tenant Lessee hereunder, or for claims against any Indemnitee for any Losses damage, loss or expense suffered by Tenant Lessee on account of any cause referred to in this Section 2.4 Article 5 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.

Net Lease; Nonterminability. 2.4.1. (a) This Master Lease is a complete “"net lease,” and Tenant’s obligations arising ." Any present or accruing during future law to the Term of this Lease to pay contrary notwithstanding, all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant shall pay all Base Rent, Additional Rent and all other payments required to be made by Tenant under this Lease without notice (except as otherwise expressly and specifically set forth herein), demand, counterclaim, set-off, deduction, or defense; without abatement, suspension, deferment, diminution or reduction; and free from any charges, assessments, impositions, expenses or deductions of any and every kind of and nature whatsoever. The obligations of Landlord under this Lease are independent of Tenant’s obligations hereunder. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises Leased Properties and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee which may arise or become due during or with respect to the period constituting the Term (whether or not hereof applicable to each Leased Property shall be paid by Lessee, and Lessee shall indemnify the same shall become payable Indemnified Parties against any of the foregoing as provided herein and in the other Transaction Documents. Lessee assumes, during the Term of this Master Lease or thereafter) shall be paid by Tenantapplicable to each Leased Property, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the condition, use, operation, repair, maintenance, replacement of any and all components and systems of, and the underletting subletting and management ofof such Leased Property; neither Owner nor any other Indemnified Party shall have any responsibility in respect thereof, the Premises. Tenant nor shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against Owner nor any and all Losses (defined below) actually other Indemnified Party have any liability for damage incurred by any Person or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue with respect to the Term of this Lease and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees shall have no (a) responsibility in respect thereof and (b) liability for damage to the property of Tenant Lessee or any subtenant sublessee of Tenant on any account or Lessee for any reason whatsoever. Without limiting the generality of the foregoing, except in during the event of (and then only to the extent of) such Indemnitee’s respective willful misconduct or gross negligence. The preceding indemnity shall survive the expiration or termination Term of this Master Lease. It is the purpose and intention , Lessee shall perform all of the parties obligations of the sublessor under any subleases affecting all or any part of the Leased Properties which Lessee may hereinafter enter into as sublessor and all of the obligations of the Owner under the Ground Leases as set forth in Section 12. (b) Lessee acknowledges and agrees that its obligations hereunder, including, without limitation, its obligations to this Lease that the pay Base Rent due hereunder Rental, Contingent Surety Rental, Additional Rental, and Termination Rental shall be absolutely net absolute, unconditional and irrevocable under any and all circumstances and shall not be subject to the Landlord and Landlord shall have no obligation cancellation, termination, modification or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2repudiation by Lessee. Except as otherwise expressly provided in Sections 18 and 21 of this Lease, this This Master Lease shall not terminate, nor shall Tenant Lessee have any right to terminate this Master Lease (except as specifically permitted by this Master Lease), and Lessee shall perform all obligations hereunder, including the payment of all Base Rental, Contingent Surety Rental, Additional Rental and Termination Rental, without notice, demand, counterclaim, set-off, deduction, defense or to be released recoupment, and without abatement, suspension, deferment, diminution or discharged from any obligations or liabilities hereunder reduction for any reason, including, without limitation: , any past, present or future claims which Lessee may have against the Owner, Noteholder, Surety, Trustee, Equity Investor, or any other Person for any reason whatsoever; any defect (iwhether patent or latent) in the Leased Properties or any portion thereof, or in the title, condition, design, construction, habitability or fitness for a particular use thereof; any damage to or destruction or loss of all or part of the PremisesLeased Properties; (ii) any restriction, deprivation deprivation (including evictionc) or prevention of, or any interference with, any use or the occupancy of the Premises (whether due to any default in, or failure of, Landlord’s title to the Premises or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premises; (iv) any action, omission or breach on the part of Landlord under this Lease or any other agreement between Landlord and Tenant; (v) the inadequacy or failure of the description of the Premises to demise and let to Tenant the property intended to be leased hereby; (vi) any sale or other disposition of the Premises by Landlord; (vii) the impossibility or illegality of performance by Landlord or Tenant or both; (viii) any action of any court, administrative agency or other governmental authority; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant Lessee will remain obligated under this Master Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease)terminate, rescind or avoid this Master Lease for any reasonreasons (except as specifically permitted by this Master Lease), notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Owner or any assignee of LandlordOwner or any other Person, or any action with respect to this Master Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Owner or any other Person or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Master Lease or the PremisesLeased Properties (except as otherwise expressly provided in Sections 15 or 29 hereof), or to any abatement abatement, reduction, deferment or deferment set-off of any amount Base Rental, Contingent Surety Rental, Additional Rental and Termination Rental, or other sum payable by Tenant hereunderLessee hereunder or under any other Transaction Document, for damage, loss or for claims against any Indemnitee for any Losses expense suffered by Tenant Lessee on account of any cause referred to in this Section 2.4 7 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.

Net Lease; Nonterminability. 2.4.1. (a) This Lease is a complete “"triple net lease,” " and Tenant’s obligations arising or accruing during the Term of this Lease to pay all Base Rent, Additional Rent, and all other payments hereunder required to be made by Tenant shall be absolute and unconditional, and Tenant Lessee shall pay all Base Rent, Additional Basic Rent and all other payments required to be made by Tenant under this Lease Additional Obligations without notice (except as otherwise expressly and specifically set forth herein)notice, demand, counterclaim, set-off, deduction, or defense; , and without abatement, suspension, deferment, recoupment, diminution or reduction; and , free from any charges, assessments, impositions, expenses or deductions of any and every kind of and or nature whatsoever. The obligations of Landlord whatsoever including, without limitation (1) any right Lessee may have against Lessor, any contractor or any other Person for any reason (whether in connection with this transaction or any other transaction), (2) any breach, default or misrepresentation by Lessor or any other Person under this Lease are independent Lease, the Loan Agreement, Guaranty, Assignment of Tenant’s obligations hereunderGuaranty or Assignment, or (3) any invalidity or unenforceability in whole or in part of this Lease, the Loan Agreement, Guaranty, Assignment of Guaranty or Assignment, or any other infirmity herein or therein, or any lack of power or authority of any party to this Lease, the Loan Agreement, Guaranty, Assignment of Guaranty or Assignment. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises each Property and the appurtenances thereto and the use and occupancy thereof that by Lessee or anyone claiming by, through or under Lessee as Lessee hereunder which may arise or become due during or with respect to the period constituting the Term (whether or not hereof shall be paid by Lessee, and Lessee shall indemnify Lessor against any of the same shall become payable foregoing as provided in Article 8. Lessee assumes, during the Term of this Lease or thereafter) shall be paid by TenantLease, and Landlord is not responsible for any costs, charges, expenses or outlays of any nature whatsoever arising during the Term from or relating to the Premises or the use or occupancy thereof. All of Landlord, Landlord’s mortgagee or lender, Agent and their respective employees, shareholders, officers, directors, members, managers, trustees, partners or principals, disclosed or undisclosed, and all of their respective successors and assigns (hereinafter collectively referred to, inclusive of Landlord, as the “Indemnitees” and each individually as an “Indemnitee”), are and shall be indemnified and saved harmless as provided below. The willful misconduct or gross negligence of any of the Indemnitees shall not be imputed to (x) Landlord’s mortgagee or lender and the Indemnitees of such mortgagee or lender or (y) any other Indemnitee not actually responsible for, or the cause of, such misconduct or gross negligence. Tenant assumes the sole responsibility during the Term for the conditioncondition (physical or environmental), use, operation, repair, maintenance, replacement subletting and management of any and all components and systems ofeach Property, and the underletting and management of, the Premises. Tenant Lessee shall and hereby does indemnify, defend and hold the Indemnitees harmless from and against any and all Losses (defined below) actually incurred by any or all of the Indemnitees with respect to, and to the extent of, matters that arise or accrue indemnify Lessor with respect to the Term of this Lease foregoing as provided in Article 8, and in connection with any or all of the ownership, maintenance, repair and operation of the Premises (whether or not the same shall become payable during the Term); and the Indemnitees Lessor shall have no (a) responsibility in respect thereof and (b) shall have no liability for damage to the property of Tenant Lessee or any subtenant sublessee of Tenant Lessee on any account or for any reason whatsoever. Without limiting the generality of the foregoing, except in during the event Term of (and then only this Lease, Lessee shall perform all of the obligations of the sublessor under any subleases affecting all or any part of any Property which Lessee may hereafter enter into as sublessor to the extent of) that sublessee's failure to perform such Indemnitee’s respective willful misconduct obligations would result in the occurrence of a Default or gross negligence. The preceding indemnity shall survive the expiration or termination Event of Default under this Lease. It is the purpose and intention of the parties to this Lease that the Base Rent due hereunder shall be absolutely net to the Landlord and Landlord shall have no obligation or responsibility, of any nature whatsoever, to perform any tenant improvements; to provide any services; or to perform any repairs, maintenance or replacements in, to, at, on or under the Premises, whether for the benefit of Tenant or any other party. 2.4.2. (b) Except as otherwise expressly provided in Sections 18 Article 9, paragraph (c) of Article 12, clause (ii) of paragraph (b) of Article 21, paragraph (a) of Article 33 hereof and 21 paragraph (a) of this LeaseArticle 34 hereof, this Lease shall not terminateterminate as to any Property, nor shall Tenant Lessee have any right to terminate this Lease as to any Property, nor shall Lessee be entitled to any abatement or reduction of rent hereunder, nor shall Lessee have the right to be released or discharged from any obligations or liabilities hereunder for any reason, including, including without limitation: (i) , any damage to or destruction of the Premisesall or part of any Property; (ii) any restriction, deprivation (including eviction) or prevention of, or any interference with, any use or the occupancy of the Premises any Property (whether due to any default in, defect in or failure of, Landlord’s of Lessor's title to the Premises such Property, any Lessor Lien or otherwise); (iii) any condemnation, requisition or other taking or sale of the use, occupancy or title of or to the Premisesany Property; (iv) any action, omission or breach on the part of Landlord Lessor under this Lease or under any other agreement between Landlord Lessor and TenantLessee; (v) the inadequacy or failure of the description of the Premises any Property to demise and let to Tenant the Lessee any property intended to be leased hereby; (vi) Lessee's acquisition of ownership of any Property or any sale or other disposition of the Premises by Landlordany Property; (vii) the impossibility or illegality of performance by Landlord Lessor or Tenant Lessee or both; (viii) the failure of Lessor to deliver possession of any Property on the Interim Term Commencement Date with respect to such Property; any action of any court, administrative agency or other governmental authority; any environmental condition affecting any Property; or (ix) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding. Nothing in this paragraph shall be construed as an agreement by Tenant to perform any illegal act or to violate the order of any court, administrative agency or other governmental authority. 2.4.3. Tenant (c) Lessee will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the provisions of Section 18 of this Lease)terminate, rescind or avoid this Lease for any reason, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord Lessor, or any assignee of LandlordLessor, or any action with respect to this Lease that which may be taken by any receiver, trustee or liquidator liquidator, or any assignee of Lessor or by any courtcourt in any such proceeding. Tenant Lessee waives all rights at any time conferred by statute or otherwise to quit, terminate or surrender this Lease or the Premisesany Property (except as otherwise expressly provided hereinabove), or to any abatement or deferment of any amount Basic Rent, Additional Obligations or other sum payable by Tenant Lessee hereunder, or for claims against any Indemnitee for any Losses suffered by Tenant on account of any cause referred to in this Section 2.4 Article 5 or elsewhere in this Lease (except claims directly arising out of the gross negligence or willful misconduct by such Indemnitee)otherwise.