Common use of Net Lease Clause in Contracts

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease and, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnotwithstanding any other provision of this Lease, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERit is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessees Lessee hereunder shall shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitationreason (other than the indefeasible payment or performance in full of such liability or obligation) including: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Leased Property or any part portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Vehicles Leased Property or any part thereofportion thereof including eviction; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Property or any part portion thereof, including eviction; (ivd) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title to or rights or on the Vehicles Leased Property or any part portion thereof; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee, the Lessor or any Person mentioned aboveother Person, or by any court, in any such proceeding; (viig) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (viiih) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (ixi) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Operating Lease or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (xj) the impossibility of performance by the Lessee, the Lessor or both; (k) any insurance premiums payable action by such any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee with respect to achieve any accounting or tax benefits or the Vehiclescharacterization of the transaction intended by Section 2.12 of the Participation Agreement; or (xin) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in Article XIII or not foreseen or foreseeable. This Operating Section 20.1 of this Lease, this Lease shall be noncancelable noncancellable by the Lessee for any Lessee and, except as expressly provided herein, each reason whatsoever and the Lessee, to the fullest extent permitted by lawApplicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin Article XIII or Section 20.1 of this Lease, each the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall nonetheless pay be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated or amended in whole or in part. All covenants Each payment of Rent including any payment of the Lease Balance and agreements of each Break Even Price made by the Lessee in this Operating Lease hereunder shall be performed final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its cost, expense and risk unless expressly otherwise statedobligations under this Lease or the other Operative Documents.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities It is the intention of the Lessees hereunder parties hereto that this Lease is and shall in no way be releasedtreated as a triple net lease. Any present or future law to the contrary notwithstanding, discharged or otherwise affected this Lease shall not terminate (except as may be expressly provided in this Operating Leaseparagraph 4(a)) nor shall Tenant be entitled to any abatement, includingsuspension, without deferment, reduction (except as expressly provided in paragraph 6(b) hereof), setoff, counterclaim, or defense with respect to the rent, nor shall the obligations of Tenant hereunder be affected by reason of: any damage to or destruction of the Premises or any part thereof; any taking of any Premises or any part thereof or interest therein by Condemnation or otherwise (except as expressly provided in paragraph 6(b) hereof); any prohibition, limitation, the right restriction or prevention of a Lessee to reject Vehicles pursuant to Section 2.2 Tenant's use, occupancy or enjoyment of the Base Lease) Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any other reason; any title defect or encumbrance or any matter affecting title to the Premises or any part thereof; any eviction by paramount title or otherwise; any default by Landlord hereunder; any proceeding relating to Landlord; the impossibility or illegality of performance by Landlord, including without limitation: (i) Tenant or both; any action of governmental authority; any breach of warranty or misrepresentation; any defect in the condition, merchantability, quality or fitness for use of the Vehicles Premises or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee Tenant shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to The parties intend that the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction obligations of Rent payable by the Lessee hereunder. All payments by a Lessee made Tenant hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time separate and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All independent covenants and agreements and shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedLease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Property or any part thereof, or the failure of the Property to comply with all Requirements of Law, including any inability to occupy or use the Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Property or any part thereofthereof including eviction; (iv) any defect in title to or rights to the Property or any Lien on such title to or rights or on the Vehicles or any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor and any vendor, manufacturer, contractor of or for any portion of the Property; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, the Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, whether similar prevention or dissimilar to curtailment of or interference with the foregoingconstruction on or any use of the Property or any part thereof; or (xiii) any other cause or circumstances, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to The parties intend that the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction obligations of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed Lease. Nothing contained herein is intended to obviate or otherwise diminish any right the Lessee may have to bring an action, either at its costlaw or in equity, expense and risk unless expressly otherwise statedto remedy any breach by the Lessor of the Lessor's obligations hereunder.

Net Lease. THIS THE OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease the Lessees herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERand the obligations of Lessee hereunder are absolute and unconditional. The obligations and liabilities Lessee shall pay all operating expenses arising out of the Lessees use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reasonreason whatsoever, including without limitationlimitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent covenants, agreements and obligations that are separate and independent from any obligations of adjustments provided for herein)Lessor hereunder and shall continue unaffected unless such covenants, absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee agreements and obligations shall seek to recover any such payment have been modified or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay accordance with an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms express provision of this Operating Lease as if it had not Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been terminated in whole or in part. All covenants specifically reviewed and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedsubjected to negotiation.

Net Lease. THIS THE OPERATING LEASE SHALL BE A NET LEASE, AND EACH GROUP IV LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees each Group IV Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a such Group IV Lessee to reject Group IV Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Group IV Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Group IV Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Group IV Vehicles or any part thereof; (iv) any defect in in, or any Lien on on, title to the Group IV Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a any Group IV Lessee or the Group IV Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such any Group IV Lessee, the Group IV Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such any Group IV Lessee has or might have against any Person, including without limitation the Group IV Lessor; (viii) any failure on the part of the Group IV Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this the Operating Lease or any provision hereof or any of the other Group IV Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such any Group IV Lessee or otherwise; (x) any insurance premiums payable by such any Group IV Lessee with respect to the Group IV Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such any Group IV Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable, in each case subject to applicable law. This The Operating Lease shall be noncancelable by any Lessee the Group IV Lessees and, except as expressly provided herein, each Group IV Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution or reduction of Rent payable by the such Group IV Lessee hereunder. All payments by a Group IV Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no Group IV Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Group IV Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each any Group IV Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERand the obligations of Lessee hereunder are absolute and unconditional. The obligations and liabilities Lessee shall pay all operating expenses arising out of the Lessees use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reasonreason whatsoever, including without limitationlimitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent covenants, agreements and obligations that are separate and independent from any obligations of adjustments provided for herein)Lessor hereunder and shall continue unaffected unless such covenants, absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee agreements and obligations shall seek to recover any such payment have been modified or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay accordance with an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms express provision of this Operating Lease as if it had not Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been terminated in whole or in part. All covenants specifically reviewed and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedsubject to negotiation.

Net Lease. THIS OPERATING LEASE AGREEMENT SHALL BE A NET LEASE, AND EACH THE LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Leaseherein) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such the Lessee or otherwise; (x) any insurance premiums payable by such the Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable noncancellable by any the Lessee and, except as expressly provided herein, each the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Rent or other amounts payable by the Lessee hereunder. All payments by a the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each the Lessee shall nonetheless pay an amount equal to each all Rent payment and all other amounts due hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE AGREEMENT SHALL BE A NET LEASE, AND EACH THE LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Leaseherein) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the ZVF Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the ZVF Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the ZVF Vehicles or any part thereof; (iv) any defect in or any Lien on title to the ZVF Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such the Lessee or otherwise; (x) any insurance premiums payable by such the Lessee with respect to the ZVF Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable noncancellable by any the Lessee and, except as expressly provided herein, each the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Rent or other amounts payable by the Lessee hereunder. All payments by a the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each the Lessee shall nonetheless pay an amount equal to each all Rent payment and all other amounts due hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or --------- future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Property or any part thereof, or the failure of the Property to comply with all Requirements of Law, including any inability to occupy or use the Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Property or any part thereofthereof including eviction; (iv) any defect in title to or rights to the Property or any Lien on such title to or rights or on the Vehicles or any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor and any vendor, manufacturer, contractor of or for any portion of the Property; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or ----------- of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, the Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, whether similar prevention or dissimilar to curtailment of or interference with the foregoingconstruction on or any use of the Property or any part thereof; or (xiii) any other cause or circumstances, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to The parties intend that the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction obligations of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed Lease. Nothing contained herein is intended to obviate or otherwise diminish any right the Lessee may have to bring an action, either at its costlaw or in equity, expense and risk unless expressly otherwise statedto remedy any breach by the Lessor of the Lessor's obligations hereunder.

Net Lease. THIS OPERATING THE GROUP IV FINANCING LEASE SHALL BE A NET LEASE, AND EACH GROUP IV LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees each Group IV Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a such Group IV Lessee to reject Group IV Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Group IV Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Group IV Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Group IV Vehicles or any part thereof; (iv) any defect in in, or any Lien on on, title to the Group IV Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a any Group IV Lessee or the Group IV Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such any Group IV Lessee, the Group IV Lessor or any other Person, or any action taken with respect to this Operating the Group IV Financing Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such any Group IV Lessee has or might have against any Person, including without limitation the Group IV Lessor; (viii) any failure on the part of the Group IV Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating the Group IV Financing Lease or any provision hereof or any of the other Group IV Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such any Group IV Lessee or otherwise; (x) any insurance premiums payable by such any Group IV Lessee with respect to the Group IV Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such any Group IV Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable, in each case subject to applicable law. This Operating The Group IV Financing Lease shall be noncancelable by any Lessee the Group IV Lessees and, except as expressly provided herein, each Group IV Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating the Group IV Financing Lease, or to any diminution or reduction of Rent payable by the such Group IV Lessee hereunder. All payments by a Group IV Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no Group IV Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating the Group IV Financing Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Group IV Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating the Group IV Financing Lease as if it had not been terminated in whole or in part. All covenants and agreements of each any Group IV Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a "net lease." The Facility Lessee's obligation to make all Rent payments payable hereunder (and all amounts, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALincluding Termination Value, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations following termination of this Facility Lease) shall be absolute and liabilities of the Lessees hereunder unconditional under any and all circumstances, and shall in no way not be releasedterminated, discharged extinguished, diminished, lost or otherwise affected impaired by any circumstance of any character, including by (except as i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may be expressly provided in this Operating Leasehave against the Owner Lessor, the Owner Participant, the OP Guarantor, the Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee or any other Person, including, without limitation, the right any claim as a result of a Lessee to reject Vehicles pursuant to Section 2.2 any breach by any of the Base Leasesaid parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) for any reason, including without limitation: (i) lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Authority or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Requirement of Law, (viii) any Event of Force Majeure or any frustration of purpose, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Operating Lease by the Facility, the Facility Site, any trustee Component, any other portion of the Undivided Interest or receiver of any Person mentioned abovepart thereof, or by any court; (viixii) any claim that prohibition, limitation or restriction of the Facility Lessee's use of all or any part of the Facility or any portion thereof or any interest therein or the interference with such Lessee has or might have against use by any Person, including without limitation (xiii) the Lessor; termination or loss of the Facility or any portion thereof, any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (viiixiv) the existence of any Lien with respect to the Facility or any act or circumstance that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, (xv) any failure on breach, default or misrepresentation by the part of the Owner Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Person under the Facility Lease or any provision hereof or any of the other Related Documents Operative Documents, PROVIDED THAT the Facility Lessee reserves its rights with respect to any Series of Notes breach, default or misrepresentation by the Owner Lessor or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; other Person or (xixvi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that Allocated Rent shall continue to accrue and all Basic Lease Rent, to the extent permitted by lawRenewal Rent and Supplemental Lease Rent (and all amounts, waives all rights now or hereafter conferred by statute or otherwise to quitincluding Termination Value, terminate or surrender in lieu of Basic Lease Rent, following termination of this Operating Facility Lease, or to any diminution or reduction of Rent ) payable by the Facility Lessee hereunder. All payments by a Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Allocated Rent, absent manifest error andBasic Lease Rent, except as otherwise provided Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in lieu of Basic Lease Rent, following termination of this Operating Facility Lease, no Lessee ) shall seek not be subject to recover any such abatement and the accrual and payment thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Requirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with SECTIONS 10, 13, or 14. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee nonetheless agrees, to the extent permitted by Requirements of Law, (x) that Allocated Rent shall nonetheless continue to accrue and (y) to pay to the Owner Lessor an amount equal to each installment of Basic Lease Rent, Renewal Rent payment and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS OPERATING LEASE AGREEMENT SHALL BE A NET LEASE, AND EACH THE LESSEE’S 'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a the Lessee to reject Vehicles pursuant to Section 2.2 of the Base Leasehereof) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such the Lessee or otherwise; (x) any insurance premiums payable by such the Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable by any the Lessee and, except as expressly provided herein, each the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder. All payments by a the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each the Lessee shall nonetheless pay an amount equal to each Monthly Base Rent payment payment, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a "net lease" and the Facility Lessee's obligation to pay all Rent, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALincluding Periodic Lease Rent and Renewal Lease Rent payable hereunder (and all amounts, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations including Termination Value (or amounts computed by reference thereto), in lieu of Periodic Lease Rent or Renewal Lease Rent following termination of this Facility Lease in whole or in part) shall be absolute and liabilities of the Lessees hereunder unconditional under any and all circumstances and shall in no way not be releasedterminated, discharged extinguished, diminished, lost or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right impaired by any circumstance of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reasoncharacter, including without limitation: by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, Equity Investor, the Lease Indenture Trustee, any of their respective Affiliates, the Pass Through Trustees or any other Person, including any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component or any portion of either thereof, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component or any portion of either thereof, any other portion of the Facility, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or any portion of either thereof or interference with interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Vehicles Facility Site, the Facility, any Component or any part thereof; (iv) portion of either thereof by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component or any portion of either thereof for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Applicable Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Operating Lease by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility Site, the Facility, any Component or any portion of either thereof or any part thereof, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Rent, to the extent permitted by lawincluding all Periodic Lease Rent and Renewal Lease Rent (and all amounts, waives all rights now including Termination Value, in lieu of Periodic Lease Rent or hereafter conferred by statute Renewal Lease Rent following termination of this Facility Lease in whole or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent in part) payable by the Facility Lessee hereunder. All payments by a Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein. Such Rent, including Periodic Lease Rent or Renewal Lease Rent and all amounts, including Termination Value (or amounts computed by reference thereto), absent manifest error and, except as otherwise provided in lieu of Periodic Lease Rent or Renewal Lease Rent following termination of this Operating Lease, no Lessee Facility Lease in whole or in part) shall seek not be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Facility or any Unit except in accordance with Sections 10, 13, 14 or 15. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees, to the extent permitted by Applicable Law, to pay to the Owner Lessor an amount equal to each installment of Periodic Lease Rent payment (or, in connection with a termination of a Renewal Lease Term, Renewal Lease Rent) and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a net lease and the Lessee hereby acknowledges and agrees that (a) the Lessee’s obligation to pay all Rent hereunder shall be absolute, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALunconditional and irrevocable, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities (b) the rights of the Lessees Lessor to such Rents shall be absolute, unconditional and irrevocable, and (c) neither the Lessee’s obligation to pay Rent hereunder nor the rights of the Lessor to receive such Rent shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Leaseby any circumstances of any character, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee may have against the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Issuing Bank, any Loan Participant, SMEPA, any vendor or manufacturer of any equipment or assets included in the Undivided Interest, Unit 1, the Plant, any Capital Improvement, the Plant Site, or any part of any thereof, or any other Person for any reason whatsoever, (ii) any defect in or failure of the conditiontitle, merchantability, quality condition, design, compliance with specifications, operation or fitness for use of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, the Plant, any Capital Improvement or the Plant Site, (iiiii) any damage to, or removal, abandonment, decommissioning, shutdown, salvage, scrapping, requisition, taking, condemnation, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, the Plant, any Capital Improvement or the Plant Site or any interference, interruption or cessation in the use or possession thereof or of the Undivided Interest by the Lessee or by any other Person (iiiincluding, but without limitation, SMEPA) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; (iv) of the Undivided Interest, Unit 1, the Plant, any defect in Capital Improvement or any Lien on title to the Vehicles or any part thereof; Plant Site, (v) to the maximum extent permitted by law, any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such by or against the Lessee, the Lessor Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Loan Participant, SMEPA, any Issuing Bank or any other Person, (vi) the invalidity, illegality or unenforceability of this Facility Lease, any other Transaction Document, any Financing Document, the Plant Agreements, the Reimbursement Agreement, or any action taken with respect other instrument referred to herein or therein or any other infirmity herein or therein or any lack of right, power or authority of the Lessor, the Lessee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Loan Participant, any Issuing Bank or any other Person to enter into this Operating Lease by Facility Lease, any trustee other Transaction Document, any Financing Document, the Plant Agreements or receiver of any Person mentioned abovethe Reimbursement Agreement or to perform the obligations hereunder or thereunder or the transactions contemplated hereby or thereby, or by any court; doctrine of force majeure, impossibility, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee’s obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which it bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that it does not receive such benefit, (vii) the breach or failure of any claim that such Lessee has warranty or might have against representation made in this Facility Lease or any other Transaction Document or any Financing Document or the Reimbursement Agreement by the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Loan Participant, any Issuing Bank or any other Person, including without limitation the Lessor; (viii) any failure on amendment or other change of, or any assignment of rights under, this Facility Lease, any other Transaction Document, any Financing Document, the part Plant Agreements, or any waiver, action or inaction under or in respect of this Facility Lease, any other Transaction Document, any Financing Document, the Plant Agreements, or any exercise or non-exercise of any right or remedy under this Facility Lease, any other Transaction Document, any Financing Document, the Plant Agreements or the Reimbursement Agreement, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, the Collateral Trust Indenture or this Facility Lease, or the sale of the Lessor to perform Undivided Interest, Unit 1, the Plant, any Capital Improvement or comply with the Plant Site or any of the terms hereof part thereof or of any other agreement; interest therein or (ix) any invalidity other circumstance or unenforceability happening whatsoever whether or disaffirmance of this Operating Lease or any provision hereof or not similar to any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or foregoing. The Lessee acknowledges that by such Lessee or otherwise; (x) any insurance premiums payable conveying the leasehold estate created by such Lessee with respect this Facility Lease to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar Lessee and by putting the Lessee in possession of the Undivided Interest and subleasing to the foregoingLessee the Ground Lease Property, whether or not such Lessee shall have notice or knowledge of any the Lessor has performed all of the foregoing Lessor’s obligations under and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andin respect of this Facility Lease, except as expressly provided herein, each Lesseethe covenant contained in Section 6(a). The Lessee hereby waives, to the extent permitted by lawApplicable Law, waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Operating Lease, Facility Lease or to effect or claim any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest erroraccordance with the express terms hereof. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Lessee shall nonetheless agrees, to the maximum extent permitted by law, to pay to the Lessor or other Person entitled thereto an amount equal to each installment of Basic Rent payment and all Supplemental Rent at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in part. Each payment of Rent made by the Lessee hereunder shall be final and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any other Person for any reason whatsoever except with respect to overpayments of Rent in respect of which the Lessee is entitled to reimbursement under Section 3(f). All covenants covenants, agreements and agreements undertakings of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this Section 4 or elsewhere shall be construed as a guaranty by the Lessee of any residual value in the Undivided Interest or as a guaranty of the Notes or any Bonds.

Net Lease. THIS OPERATING LEASE AGREEMENT SHALL BE A NET LEASE, AND EACH THE LESSEE’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Leaseherein) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles Group I Trucks or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles Group I Trucks or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Group I Trucks or any part thereof; (iv) any defect in or any Lien on title to the Vehicles Group I Trucks or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Applicable Related Documents with respect to any Group I Series of Notes or any provision of any thereof, in each case whether against or by such the Lessee or otherwise; (x) any insurance premiums payable by such the Lessee with respect to the VehiclesGroup I Trucks; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable by any the Lessee and, except as expressly provided herein, each the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder. All payments by a the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each the Lessee shall nonetheless pay an amount equal to each all Monthly Base Rent, all Supplemental Rent payment and all other amounts due hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a each Lessee to reject Vehicles vehicles pursuant to Section 2.2 of the Base Leasehereof) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the relevant Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the relevant Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the relevant Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such the relevant Lessee or otherwise; (x) any insurance premiums payable by such the relevant Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the relevant Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable by any Lessee the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Rent payable by the each Lessee hereunder. All payments by a each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThe Sublease is a net lease. Sublessee’s obligation to pay Basic Rent and to perform all of its other obligations under the Sublease is absolute and unconditional no matter what happens and no matter how fundamental or unforeseen the event, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities including any of the Lessees hereunder shall in no way be released, discharged or otherwise affected following: (except as may be expressly provided in this Operating Lease, including, without limitation, the a) any right of a Lessee set-off, counterclaim, recoupment, defense or other right which either party to reject Vehicles pursuant the Sublease may have against the other (including any right of reimbursement) or which Sublessee may have against any Manufacturer, any manufacturer or seller of or any Person providing services with respect to Section 2.2 the Aircraft, any Engine or any Part or any other Person, for any reason whatsoever; (b) any unavailability of the Base Lease) Aircraft following the Delivery Date for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use a requisition of the Vehicles Aircraft or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping prohibition or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment interruption of or interference with any use or other restriction against Sublessee’s use, operation or possession of the Vehicles Aircraft (whether or not the same would, but for this provision, result in the termination of the Sublease by operation of Law); (c) any lack or invalidity of title or any part thereof; (iv) any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission Total Loss in respect of or any obligation or liability of a Lessee or damage to the Lessor; Aircraft; (vid) any insolvency, bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentreadjustment of debt, dissolution, liquidation or other like proceeding relating to such Lesseesimilar proceedings by or against Head Lessor, the Lessor Sublessor, Sublessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; ; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ixe) any invalidity or unenforceability or disaffirmance lack of this Operating due authorization of, or other defect in, the Head Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; Sublease; (xf) any insurance premiums payable by such Lessee with respect to the VehiclesLiens or Taxes; or and/or (xig) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Sublessee under the Sublease. Sublessee acknowledges and agrees that it has inspected and accepted the Aircraft, whether similar and that Sublessor is not a manufacturer of or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any dealer in aircraft and that Sublessor has all of the foregoing rights and whether or not foreseen or foreseeablebenefits of a lessor under a lease to which Section 2A-407 of the Uniform Commercial Code of the State of New York applies as provided in such Section 2A-407. This Operating Lease shall be noncancelable by any Lessee and, except Except as expressly provided hereinset forth elsewhere in the Sublease, each LesseeSublessee hereby waives, to the extent permitted by lawapplicable Law, waives any and all rights right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to terminate, xxxxx, cancel, quit, terminate reduce, defer, suspend or surrender this Operating Lease, the Sublease or to the Aircraft or any diminution or reduction obligation imposed upon Sublessee under the Sublease (including payment of Basic Rent). Each payment of Basic Rent payable made by the Lessee hereunder. All payments by a Lessee made hereunder Sublessee shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall final. Sublessee will not seek to recover any such payment all or any part thereof of any payment of Basic Rent for any reason whatsoever, absent whatsoever except manifest error. If for any reason whatsoever this Operating Lease the Sublease shall be terminated in whole or in part by operation of law or otherwise Law, except as expressly specifically provided hereinin the Sublease, each Lessee shall Sublessor waives all rights (if any) to demand return and surrender of the Aircraft and Sublessee waives all rights (if any) to any termination or diminution in its Basic Rent obligations under the Sublease and nonetheless agrees to pay to Sublessor, an amount equal to each Basic Rent payment at the time and in the manner that such payment payments would have become due and payable under in accordance with the terms of this Operating Lease as if it the Sublease had the Sublease not been terminated in whole or in part. All covenants part and agreements so long as such payments are made and all other terms and conditions of each Lessee the Sublease are complied with by Sublessee, Sublessor and Sublessee will deem the Sublease to remain in this Operating Lease full force and effect and Sublessee shall be performed at its cost, expense continue in possession of the Aircraft and risk unless expressly otherwise statedSublessor and Sublessee will continue to have the same rights and obligations under the terms and conditions of the Sublease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Agreement is a “net lease”, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand Lessee’s obligation to pay all Rent and other amounts due and owing hereunder is absolute and unconditional and shall not be terminated, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities extinguished, diminished, setoff or otherwise impaired by any circumstance whatsoever, including by (a) any claim, setoff, counterclaim, defense or other right which Lessee may have against Lessor or any affiliate of Lessor; (b) any defect in the title, condition, design, operation, merchantability or fitness for use of the Lessees hereunder shall in no way be releasedEquipment, discharged or any eviction of the Equipment by paramount title or otherwise affected from the Site, or any unavailability of access to the Equipment at the Site; (except as may be expressly provided in this Operating Leasec) any loss, includingtheft or destruction of, without limitationor damage to, the right Equipment or any portion thereof or interruption or cessation in the use or possession thereof or any part thereof for any reason whatsoever and of a whatever duration; (d) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Equipment or the Site by any governmental entity or otherwise; (e) any ineligibility of the Equipment or any portion thereof for any particular use, whether or not due to any failure of Lessee to reject Vehicles pursuant comply with any Applicable Law; (f) any event of “force majeure” or any frustration of purpose; (g) any insolvency, bankruptcy, reorganization or similar proceeding by or against Lessee; (h) any default under or termination of, a Project Document, or the failure of any Project Document to Section 2.2 of the Base Lease) for any reason, including without limitation: be in full force and effect; or (i) any defect in the conditiontitle to, merchantabilityor the existence of any lien with respect to, quality or fitness for use the Equipment, it being the intention of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of Parties hereto that all Rent and other amounts payable under this Agreement shall continue to be payable in the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing manner and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments at times provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be Agreement is terminated in whole or in part by operation of law or otherwise except as expressly provided hereinotherwise, each Lessee shall nonetheless agrees, to the extent permitted by Applicable Law, to pay to Lessor an amount equal to each installment of Rent payment and all other amounts due and owing hereunder, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Lease as if it had Agreement not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedso terminated.

Net Lease. THIS OPERATING LEASE AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a each Lessee to reject Vehicles pursuant to Section 2.2 of the Base Leasehereof) for any reason, including including, without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including including, without limitation limitation, the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; (xi) any failure of a Permitted Sublessee to perform its obligations under the Sublease to which it is a party; or (xixii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable by any Lessee the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the such Lessee hereunder. All payments by a each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each such Lessee’s allocable portion of all Monthly Base Rent, all Supplemental Rent payment and all other amounts due hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Agreement is a “net lease” and Lessee’s obligation to pay all Rent and other amounts due and owing hereunder is absolute and unconditional and shall not be terminated, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALextinguished, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees hereunder shall in no way be releaseddiminished, discharged setoff or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for impaired by any reasoncircumstance whatsoever, including without limitation: by (ia) any claim, setoff, counterclaim, defense or other right which Lessee may have against Lessor or any affiliate of Lessor; (b) any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Equipment, or any part thereofeviction of the Equipment by paramount title or otherwise from the Site, or any unavailability of access to the Equipment at the Site; (iic) any loss, theft or destruction of, or damage to, removal, abandonment, salvage, loss, scrapping or destruction of the Equipment or any requisition portion thereof or taking of interruption or cessation in the Vehicles use or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment possession thereof or any part thereof for any reason whatsoeverwhatsoever and of whatever duration; (d) the condemnation, absent manifest errorrequisitioning, expropriation, seizure or other taking of title to or use of the Equipment or the Site by any governmental entity or otherwise; (e) any ineligibility of the Equipment or any portion thereof for any particular use, whether or not due to any failure of Lessee to comply with any Applicable Law; (f) any event of “force majeure” or any frustration of purpose; (g) any insolvency, bankruptcy, reorganization or similar proceeding by or against Lessee; (h) termination or loss of the Site or any portion thereof, or of any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Equipment is located, attached or appurtenant or in connection with which any portion of the Equipment is used or otherwise affects or may affect the Equipment or any right thereto, (i) any termination of a Project Document or the failure of any Project Document to be in full force and effect, or (j) any defect in the title to, or the existence of any lien with respect to, the Equipment (unless such defect or lien results from or is caused by any act or omission of Lessor, in which case Lessee may withhold Rent if and to the extent such defect or lien reasonably interferes with Lessee’s use of the Equipment), it being the intention of the Parties hereto that all Rent and other amounts payable under this Agreement shall continue to be payable in the manner and at times provided for herein. If for any reason whatsoever this Operating Lease shall be Agreement is terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each Lessee shall nonetheless agrees, to the extent permitted by Applicable Law and without limiting any other rights or remedies Lessor has under this Agreement or any other Lease Document, to pay to Lessor an amount equal to each installment of Rent payment and all other amounts due and owing hereunder, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Lease as if it had Agreement not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedso terminated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand the obligations of Lessee hereunder are absolute and unconditional. Any present or future law to the contrary notwithstanding, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, quality damage to or fitness for use destruction of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles any Property or any part thereofthereof or interest therein by Condemnation or otherwise; (iii) any restrictionprohibition, limitation, restriction or prevention of Lessee's use, occupancy or curtailment enjoyment of or interference with any use of the Vehicles Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (iv) any defect in title defect, Lien or any Lien on matter affecting title to the Vehicles or any part thereofProperty; (v) any change, waiver, extension, indulgence eviction by paramount title or other action or omission in respect of any obligation or liability of a Lessee or the Lessorotherwise; (vi) any default by Lessor hereunder; (vii) any action for bankruptcy, insolvency, reorganization, compositionliquidation, adjustment, dissolution, liquidation dissolution or other like proceeding relating to such or affecting Lessor, Lessee, the Lessor any Holder or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the LessorGovernmental Authority; (viii) any failure on the part impossibility or illegality of the Lessor to perform performance by Lessor, Lessee or comply with any of the terms hereof or of any other agreementboth; (ix) any invalidity action of any Governmental Authority; (x) Lessee's acquisition of ownership of all or unenforceability part of any Property; (xi) breach of any warranty or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents representation with respect to any Series of Notes Property or any provision Operative Agreement; (xii) any defect in the condition, quality or fitness for use of any Property or any part thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xixiii) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent covenants, agreements and obligations that are separate and independent from any obligations of adjustments provided for herein)Lessor hereunder and shall continue unaffected unless such covenants, absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee agreements and obligations shall seek to recover any such payment have been modified or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay accordance with an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms express provision of this Operating Lease as if it had not Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been terminated in whole or in part. All covenants specifically reviewed and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedsubject to negotiation.

Net Lease. (a) THIS OPERATING FACILITY LEASE SHALL BE IS A NET LEASE, LEASE AND EACH LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER RENT, THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE PURCHASE PRICE SHALL BE ABSOLUTE AND UNCONDITIONALUNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE SUBJECT ENTITLED TO ANY ABATEMENT OR REDUCTION OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE PURCHASE PRICE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE PURCHASE PRICE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE, EXCEPT FOR ANY REASON WHATSOEVER. The obligations THE DAMAGES AMOUNTS, ADJUSTMENTS AND TERMINATION PROVISIONS SPECIFICALLY PROVIDED IN THIS FACILITY LEASE. (b) Except as otherwise expressly provided herein and liabilities by performance of the Lessees hereunder obligations in connection herewith, this Facility Lease shall in no way not terminate, nor shall the obligations of Lessee be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: affected: (i) any defect in by reason of the condition, merchantability, quality or design, quality, fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Vehicles Leased Facility or the Port Washington Facility, however caused, or any inability to use the Leased Facility or any part thereof; thereof by reason of any such defect; (ii) by the taking or requisitioning of any damage to, or all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, scrapping contamination or destruction of the Leased Facility or any requisition or taking of the Vehicles Port Washington Facility or any part thereof; ; (iii) by the invalidity or unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document; (iv) by the attachment of any Lien of any third party to any or all of the Leased Facility or the Port Washington Facility; (v) by any prohibition or restriction of or interference with Lessee's use of any or all of the Leased Facility or the Port Washington Facility by any Person (other than Lessor or a Person rightly claiming through Lessor); (vi) by the insolvency of or the commencement by or against Lessor or any party to a Lease Document of any bankruptcy, reorganization or similar proceeding; (vii) by any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Facility or any part thereof; ; (ivviii) by any defect in title to or rights to the Leased Facility or the Port Washington Facility or any Lien on such title or rights to the Vehicles Leased Facility or any part thereof; the Port Washington Facility; (vix) by any change, waiver, extension, extension or indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee Person party to the Lease Documents except to the extent provided in such change, waiver, extension or receiver of any Person mentioned above, or indulgence; (x) by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation any vendor, manufacturer or contractor of or for the Lessor; Leased Facility or the Port Washington Facility; (viiixi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any provision hereof or any of the other Lease Documents or any provision thereof; (xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this Facility Lease or any other Lease Document to which either is a party; (xiii) by any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Facility Lease or any provision hereof or other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 6.1); (xiv) by any of the other Related Documents with respect to any Series of Notes or any provision action of any thereofGovernmental Authority; (xv) by any claim for infringement or other liability resulting from any patent, in each case whether against trademark, copyright or other intellectual property rights; or (xvi) by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such future Law to the contrary notwithstanding. (c) It is the intention of the Parties that all payments of Rent, the Termination Value and the Fair Market Value Purchase Price payable by Lessee hereunder shall be payable in all events in the manner and at the times herein provided unless Lessee's obligations in respect thereof shall have been terminated or modified pursuant to the express provisions of this Facility Lease. Each payment of Rent, the Termination Value and the Fair Market Value Purchase Price by Lessee hereunder shall be final, and Lessee shall have notice not seek to recover all or knowledge any part of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, such payment from Lessor except as expressly provided hereinin this Facility Lease. Without affecting Lessee's obligation to pay Rent, each Lesseethe Termination Value and/or the Fair Market Value Purchase Price, as the case may be, and subject in all respects to the extent permitted Sections 7.3, 17.3 and 22.15, Lessee may exercise its remedies at law for a breach by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender Lessor of its respective obligations under this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunderFacility Lease in accordance with Section 17.2(b). All payments by a Lessee made hereunder Lessor shall be final (except under no obligation to marshal any assets in favor of Lessee or against or in payment of any or all Rent, the extent Termination Value or the Fair Market Value Purchase Price. The Parties intend that the obligations of adjustments provided for herein), absent manifest error and, except as otherwise provided in Lessee under this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Lease Document and the obligations of Lessee in under this Operating Facility Lease shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations have been modified or terminated in accordance with an express provision of this Facility Lease.

Net Lease. (a) THIS OPERATING FACILITY LEASE SHALL BE IS A NET LEASE, LEASE AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER RENT, THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE SHALL BE ABSOLUTE AND UNCONDITIONALUNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE SUBJECT ENTITLED TO ANY ABATEMENT OR REDUCTION FOR OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON WHATSOEVER. The obligations OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE. (b) Except as otherwise expressly provided herein and liabilities by performance of the Lessees hereunder obligations in connection herewith, this Facility Lease shall in no way not terminate, nor shall the obligations of Lessee be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: affected: (i) any defect in by reason of the condition, merchantability, quality or design, quality, fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Vehicles Leased Facility, however caused, or any inability to use the Leased Facility or any part thereof; thereof by reason of any such defect; (ii) by the taking or requisitioning of any damage to, or all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, scrapping contamination or destruction of or any requisition or taking of the Vehicles Leased Facility or any part thereof; ; (iii) by the invalidity or unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document; (iv) by the attachment of any Lien of any third party to any or all of the Leased Facility; (v) by any prohibition or restriction of or interference with Lessee’s use of any or all of the Leased Facility by any Person (other than Lessor or Person claiming through Lessor); (vi) by the insolvency of or the commencement by or against Lessor or any Person party to a Lease Document of any bankruptcy, reorganization or similar proceeding; (vii) by any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Facility or any part thereof; ; (ivviii) by any defect in title to or rights to the Leased Facility or any Lien on such title or rights to the Vehicles or any part thereof; Leased Facility; (vix) by any change, waiver, extension, extension or indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee Person party to the Lease Documents except to the extent provided in such change, waiver, extension or receiver of any Person mentioned above, or indulgence; (x) by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation any vendor, manufacturer or contractor of or for the Lessor; Leased Facility; (viiixi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any provision hereof or any of the other Lease Documents or any provision thereof; (xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this Facility Lease or any other Lease Document to which either is a party; (xiii) by any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Facility Lease or any provision hereof or other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 2.7); (xiv) by any of the other Related Documents with respect to any Series of Notes or any provision action of any thereofGovernmental Authority; (xv) by any claim for infringement or other liability resulting from any patent, in each case whether against trademark, copyright or other intellectual property rights; or (xvi) by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such future law to the contrary notwithstanding. (c) It is the intention of the Parties that all payments of Rent, the Termination Value and the Fair Market Value payable by Lessee hereunder shall be payable in all events in the manner and at the times herein provided unless Lessee’s obligations in respect thereof shall have been terminated or modified pursuant to the express provisions of this Facility Lease. Each payment of Rent, the Termination Value and the Fair Market Value by Lessee hereunder shall be final, and Lessee shall have notice not seek to recover all or knowledge any part of such payment from Lessor. Without affecting Lessee’s obligation to pay Rent, the Termination Value and/or the Fair Market Value, as the case may be, and subject in all respects to Sections 5.3, 15.3(b) and 22.15, Lessee may exercise its remedies at law for a breach by Lessor of its respective obligations of this Facility Lease in accordance with Section 15.2(b). Lessor shall be under no obligation to marshal any assets in favor of Lessee or against or in payment of any or all Rent, the Termination Value or the Fair Market Value. The Parties intend that the obligations of the foregoing and whether or not foreseen or foreseeable. This Operating Lessee under this Facility Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Lease Document and the obligations of Lessee in under this Operating Facility Lease shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations have been modified or terminated in accordance with an express provision of this Facility Lease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Leased Asset or any part thereof, or the failure of any Leased Asset to comply with all Requirements of Law, including any inability to occupy or use any Leased Asset by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles any Leased Asset or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Asset or any part thereofthereof including eviction; (iv) any defect in title to or rights to any Leased Asset or any Lien on such title to the Vehicles or rights or on any part thereofLeased Asset (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor and any vendor, manufacturer, contractor of or for any portion of any Leased Asset; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee restriction, prevention or curtailment of or interference with respect to the Vehiclesconstruction on or any use of any Leased Asset or any part thereof; or (xi) any other occurrence whatsoevercause or circumstances, whether similar or dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction The agreement of Rent payable by the Lessee hereunderin the preceding sentence shall not affect any claim, action or right that the Lessee may have against the Lessor or any other Person. All payments by a The parties intend that the obligations of the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedLease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease is a net lease and Lessee's obligation to pay all Rent, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALLease Balance, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations indemnities and liabilities other amounts payable hereunder shall be absolute and unconditional under any and all circumstances and, without limiting the generality of the Lessees hereunder foregoing, Lessee shall in no way not be releasedentitled to and hereby waives any right to any abatement, discharged suspension, deferment, reduction, setoff, counterclaim or defense with respect to any Rent, Lease Balance, indemnity or other amount, whether arising by reason of any past, present or future claims of any nature by Lessee against Lessor, Agent or any Participant, or otherwise. Except as otherwise affected (except as may be expressly provided in herein, this Operating LeaseLease shall not terminate, including, without limitation, nor shall the right obligations of a Lessee (including the obligation to reject Vehicles pursuant to Section 2.2 of the Base Leasepay Rent) for any reason, including without limitationbe otherwise affected: (ia) by reason of any defect in the condition, merchantability, design, construction, quality or fitness for use of, damage to, or loss of possession or use, theft, obsolescence or destruction, of any or all of the Vehicles Units, however caused; or (b) by the taking, commandeering, confiscation or requisitioning, complete or partial, of any or all of the Acquired Property, or any part thereof, by condemnation or otherwise; or (iic) by the invalidity or unenforceability or lack of due authorization by Lessor, Agent, any damage to, removal, abandonment, salvage, loss, scrapping Participant or destruction Lessee or other infirmity of this Lease or any requisition other Operative Document; or taking (d) by the attachment of the Vehicles any Lien of any third party to any Acquired Property; or (e) by any part thereof; (iii) any restriction, prevention prohibition or curtailment restriction of or interference with any Lessee's use of any or all of the Vehicles Acquired Property by any Person; or (f) by the insolvency of or the commencement by or against Lessor, Agent or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect Participant of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehiclessimilar proceeding; or (xig) by any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such future law to the contrary notwithstanding. Lessee shall have notice or knowledge of any remain obligated under this Lease in accordance with its terms and, consistent with the intention of the foregoing parties expressed in Sections 2.4 and whether 10.1, shall not take any action to terminate, rescind or not foreseen avoid this Lease, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or foreseeableother proceeding affecting Lessor, Agent or any Participant, or any action with respect to this Lease which may be taken by any custodian, receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of such Person. This Operating It is the intention of the parties, and Lessee expressly agrees, that all Rent, Lease Balance, indemnities and other amounts payable by Lessee hereunder shall be noncancelable payable in all events in the manner and at the times herein provided unless Lessee's obligations in respect thereof have been terminated or modified pursuant to the express provisions of this Lease and the Units have been returned to Lessor, purchased by any Lessee and, except as expressly provided herein, each Lessee, or sold to a third party in accordance with the terms hereof. To the extent permitted by lawApplicable Laws and Regulations, Lessee hereby waives any and all rights which it may now have or hereafter which may at any time be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part, except strictly in accordance with the express terms hereof. All covenants and agreements of each Each rental, indemnity or other payment made by Lessee in this Operating Lease hereunder shall be performed at its costfinal, expense and risk unless expressly otherwise statedLessee shall not seek to recover all or any part of such payment from Lessor, Agent or any Participant for any reason whatsoever. Without affecting Lessee's obligation to pay Rent, Lease Balance or other amounts payable hereunder, Lessee may seek damages for a breach by Lessor, Agent or any Participant of their respective obligations under the Operative Documents.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Property or any part thereof, or the failure of the Property to comply with all Requirements of Law, including any inability to occupy or use the Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Property or any part thereofthereof including eviction; (iv) any defect in title to or rights to the Property or any Lien on such title to or rights or on the Vehicles or any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor and any vendor, manufacturer, contractor of or for any portion of the Property; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease (other than performance by Lessor of its obligations set forth in Sections 2.1 and 33.11 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, the Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, whether similar prevention or dissimilar to curtailment of or interference with the foregoingconstruction on or any use of the Property or any part thereof; or (xiii) any other cause or circumstances, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to The parties intend that the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction obligations of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed Lease. Nothing contained herein is intended to obviate or otherwise diminish any right the Lessee may have to bring an action, either at its costlaw or in equity, expense and risk unless expressly otherwise statedto remedy any breach by the Lessor of the Lessor's obligations hereunder.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Agreement shall be a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand Funding LP’s obligations to pay all Rent hereunder shall be absolute and unconditional, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERand shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever. The obligations and liabilities of the Lessees Funding LP hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Leaseherein) for any reason, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: : (ia) any defect in the condition, merchantability, quality or fitness for use of the Leased Vehicles or any part thereof; ; (iib) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of curtailment of or interference with any requisition or taking use of the Leased Vehicles or any part thereof; ; (iiic) any restriction, prevention or curtailment of or interference with any use of the Leased Vehicles or any part thereof; ; (ivd) any defect in or any Lien on title to the Leased Vehicles or any part thereof; ; (ve) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee Funding LP or the Lessor; Rental ULC; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such LesseeFunding LP, the Lessor Rental ULC or any other Person, or any action taken with respect to this Operating Lease Agreement by any trustee or receiver of any Person mentioned above, or by any court; ; (viig) any claim that such Lessee Funding LP has or might have against any Person, including including, without limitation the Lessor; limitation, Rental ULC; (viiih) any failure on the part of the Lessor Funding LP or Rental ULC to perform or comply with any of the terms hereof or of any other agreement; ; (ixi) any invalidity or unenforceability or disaffirmance of this Operating Lease Agreement or any provision hereof or any of the other Related Transaction Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee Funding LP or otherwise; ; (xj) any insurance premiums payable by such Lessee Funding LP with respect to the Leased Vehicles; or or (xik) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee Funding LP shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease Agreement shall be noncancelable by any Lessee Funding LP and, except as expressly provided herein, each LesseeFunding LP, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating LeaseAgreement, or to any diminution or reduction of Rent payable by the Lessee Funding LP hereunder. All payments by a Lessee Funding LP made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no Lessee Funding LP shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee Funding LP shall nonetheless pay an amount equal to each all Rent payment due hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Operating Lease Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease Funding LP herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Project Lease is a "net lease" and the Lessee's obligation to pay all Rent, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALincluding Periodic Lease Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations Renewal Lease Rent and liabilities Supplemental Rent payable hereunder, (and the accrual of the Lessees hereunder Allocated Rent) shall in no way be releasedabsolute and unconditional under any and all circumstances and shall not be terminated, discharged or otherwise affected extinguished, diminished, lost, setoff (except as may be expressly provided in this Operating Lease, including, without limitation, the right herein) or otherwise impaired by any circumstance of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reasoncharacter, including without limitation: by (i) any claim, setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Owner Lessor, the Equity Investor, the Indenture Trustee, any of their respective Affiliates or any other Person, including any claim as a result of any breach by any of said parties of any covenant or provision in this Project Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Project or any Component or any portion of any thereof, or any eviction by paramount title or otherwise, or any unavailability of the Project, the Lessee's interest in the Geothermal Resource, the Project Site, any Component or any portion of either thereof, any other portion of the Project, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss, prevention theft or curtailment destruction of, or damage to, the Project or any Component or any portion of any thereof or interference with interruption or cessation in the use or possession thereof or any part thereof by the Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Vehicles Project Site, the Project, the Lessee's interest in the Geothermal Resource, any Component or any part thereof; (iv) portion thereof by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability (or allegation of invalidity or unenforceability) or lack of due authorization or other action infirmity of this Project Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Project Lease or any other Operative Document, (vii) any ineligibility of the Project or any Component or any portion of any thereof for any particular use, whether or not due to any failure of the Lessee to comply with any Applicable Law, (viii) any event of "force majeure" or any frustration of purpose, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Lessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Operating Lease by the Project Site, the Project, any trustee Component or receiver any portion of any Person mentioned abovethereof or any part thereof, or by any court; (viixii) any claim that prohibition, limitation or restriction of Lessee's use of all or any part of the Project, the Project Site or any portion thereof or any interest therein or the interference with such Lessee has or might have against use by any Person, including without limitation (xiii) the Lessor; termination or loss of the Project Site or any portion thereof, any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Project is located, attached or appurtenant or in connection with which any portion of the Project is used or otherwise affects or may affect the Project or any right thereto, (viiixiv) any failure on defect in the part of title to, or the Lessor to perform or comply with any of the terms hereof or existence of any other agreement; Lien with respect to the Project or any act of circumstances that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, (ixxv) any invalidity breach, default or unenforceability or disaffirmance of this Operating Lease misrepresentation by Owner Lessor or any provision hereof other Person under this Project Lease or any of the other Related Documents with respect to Operative Documents, (xvi) any Series of Notes failure, omission or any provision delay on the part of any thereofPerson to exercise any right, power or remedy under any Operative Document, (xvii) the taking or omission of any of the actions referred to in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to of the Vehicles; Operative Documents or (xixviii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, future law notwithstanding; except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Rent, including all Periodic Lease Rent, Renewal Lease Rent and Supplemental Rent payable hereunder, shall continue to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent be payable by the Lessee hereunder. All payments by a Lessee made hereunder , and Allocated Rent shall be final (except continue to accrue in each case and in all events in the extent of adjustments manner and at times provided for herein). Such Rent, absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee including Periodic Lease Rent or Renewal Lease Rent and Supplemental Lease Rent shall seek not be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Lessee or any other Person against the Owner Lessor or any other Person under this Project Lease or otherwise. To the extent permitted by Applicable Law, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Project Lease except in accordance with Section 10, 13, 14 or 22. If for any reason whatsoever this Operating Project Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Lessee shall nonetheless agrees, to the extent permitted by Applicable Law, to pay to the Owner Lessor an amount equal to each installment of Periodic Lease Rent payment (or, in connection with a termination of a Renewal Lease Term, Renewal Lease Rent) and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Project Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Lessee shall deem appropriate.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Property or any part thereof, or the failure of the Property to comply with all Requirements of Law, including any inability to occupy or use the Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Property or any part thereofthereof including eviction; (iv) any defect in title to or rights to the Property or any Lien on such title to or rights or on the Vehicles or any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor and any vendor, manufacturer, contractor of or for any portion of the Property; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, the Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, whether similar prevention or dissimilar to curtailment of or interference with the foregoingconstruction on or any use of the Property or any part thereof; or (xiii) any other cause or circumstances, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to The parties intend that the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction obligations of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final covenants and agreements that are separate and independent from any obligations of the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease. Nothing contained in this Section 9.1 shall affect any claim, action or right that the Lessee may have against the Lessor or any other Person, nor be considered as (except a) a guaranty of (i) the fair market value of any Property upon the commencement, expiration or termination of the Construction Period or the Basic Term or (ii) the useful life of the Improvements, (b) a prohibition of assertion of any claim against any manufacturer, supplier, dealer, vendor, contractor, subcontractor or installer with respect to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment Improvements or the Equipment or any part thereof for or (c) a waiver by the Lessee of any reason whatsoever, absent manifest error. If for of its rights under any reason whatsoever this Operating Lease shall be terminated of the Operative Documents or of its right to assert and sue xxxn any claims it may have against any other Person in whole one or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedmore separate actions.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a net lease and the Lessee hereby acknowledges and agrees that the Lessee's obligation to pay all Rent hereunder, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities the rights of the Lessees hereunder Lessor in and to such Rent, shall in no way be releasedabsolute, discharged or otherwise unconditional and irrevocable and, to the maximum extent permitted by Law, shall not be affected (except as may be expressly provided in this Operating Leaseby any circumstance of any character whatsoever, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, compromise, settlement, release, modification, amendment (whether material or otherwise), waiver, release or discharge (by act or operation of law), rescission, defense or other right or claim that the Lessee may have against the Lessor, the Owner Participant, the Security Agent, any Loan Participant, the Administrative Agent, the Indenture Trustee, the Operator, the Contractor, any subcontractor, any vendor or manufacturer of any equipment or assets included in the Facility or any Modification or any part of any thereof, or any other Person for any reason whatsoever; (ii) any defect in or failure of the conditiontitle, merchantability, quality condition, design, compliance with specifications, operation or fitness for use of the Vehicles all or any part thereofof the Facility, any Modification, the Site or the Easements; (iiiii) any damage to, or removal, abandonment, dismantling, decommissioning, shutdown, salvage, scrapping, requisition, taking, condemnation, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereofof the Facility, any Modification, the Site or the Easements, or any interference, interruption or cessation in the use or possession of the Facility, the Site or the Easements by the Lessee or by any other Person for any reason whatsoever or of whatever duration; (iiiiv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; (iv) of the Facility, any defect in Modification, the Site or any Lien on title to the Vehicles or any part thereofEasements; (v) any changeinsolvency, waiverbankruptcy, extensionreorganization, indulgence liquidation, sale or other action disposition of all or omission in respect substantially all the assets of, marshalling of any obligation assets or liability of a similar proceeding by or against the Lessee or the Lessor, the Owner Participant, the Security Agent, the Administrative Agent, any Partner, any Participant or any other Person; (vi) the invalidity, illegality or unenforceability (or the allegation of invalidity, illegality or unenforceability) of this Facility Lease, the Participation Agreement, any bankruptcyCollateral Security Agreement, insolvencyany other Financing Document, reorganizationany Project Document, compositionthe Tax Indemnity Agreement or any other instrument referred to herein or therein or any other infirmity herein or therein or any lack of right, adjustmentpower or authority of the Lessor, dissolutionthe Owner Participant, liquidation the Security Agent, the Indenture Trustee, the Lessee, any Partner, any Participant, any Loan Participant or any other like proceeding relating Person to such enter into this Facility Lease, the Participation Agreement, any Collateral Security Document, any other Financing Document, any Project Document, the Tax Indemnity Agreement or to perform the obligations hereunder or thereunder or consummate the transactions contemplated hereby or thereby or any doctrine of force majeure, impossibility, frustration or failure of consideration; (vii) the breach or failure of any warranty or representation made in this Facility Lease, the Participation Agreement, any Collateral Security Document, any other Financing Document, any Project Document, the Tax Indemnity Agreement or any other agreement by the Lessee, the Lessor Lessor, the Owner Participant the Security Agent, any Partner, any Participant, the Indenture Trustee, the Administrative Agent, any Loan Participant or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure failure, omission or delay on the part of the Lessor any Person to perform enforce, assert or comply with exercise any of the terms hereof right, power or of remedy under any other agreementTransaction Document; (ix) any invalidity the taking or unenforceability or disaffirmance omission of this Operating Lease or any provision hereof or any of the other Related Documents with respect actions referred to in any Series of Notes the Transaction Documents; or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; other circumstance or (xi) any other occurrence happening whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of similar to any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The Lessee and, except as expressly provided herein, each Lesseehereby waives, to the extent permitted by lawApplicable Law, waives any and all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitmodify, terminate terminate, cancel, quit or surrender this Operating Lease, Facility Lease or to effect or claim any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseaccordance with the express terms hereof. The Lessee agrees that, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If if for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law Law or otherwise otherwise, then, except as expressly provided herein, each the Lessee shall nonetheless pay pay, to the maximum extent permitted by Applicable Law, to the Lessor or any other Person entitled thereto, an amount equal to each installment of Basic Rent payment and all payments of Supplemental Rent at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in part. Each payment of Rent made by the Lessee hereunder (absent manifest error) shall be final and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any Person for any reason whatsoever. All covenants covenants, agreements and agreements undertakings of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this Section 4 or elsewhere shall be construed as a guaranty by the Lessee of any residual value of the Facility or as waiving in any respect the rights of the Lessee to seek enforcement through money damages or specific performance of its rights hereunder.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease is a net lease and Lessee's obligation to pay all Rent, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALindemnities and other amounts payable hereunder shall be absolute and unconditional under any and all circumstances and, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities without limiting the generality of the Lessees hereunder foregoing, Lessee shall in no way not be releasedentitled to any abatement or reduction of Rent or any setoff against Rent, discharged indemnity or other amount, whether arising by reason of any past, present or future claims of any nature by Lessee against Administrative Agent, Documentation Agent, Syndication Agent, Arranger or any Lessor. Except as otherwise affected (except as may be expressly provided in herein, this Operating LeaseLease shall not terminate, including, without limitation, nor shall the right obligations of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitationbe otherwise affected: (ia) by reason of any defect in the conditionin, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removalor loss of possession or use, abandonmentobsolescence or destruction, salvageof any or all of the Equipment, losshowever caused; or (b) by the taking or requisitioning of any or all of the Equipment by condemnation or otherwise; or (c) by the invalidity or unenforceability or lack of due authorization by Administrative Agent, scrapping any Lessor or destruction Lessee or other infirmity of this Lease; or (d) by lack of power or authority of Administrative Agent, Documentation Agent, Syndication Agent, Arranger or any requisition or taking of the Vehicles Lessor to enter into this Lease or any part thereofother Operative Agreement; or (iiie) by the attachment of any restriction, prevention Lien of any third party to any item of Equipment; or curtailment (f) by any prohibition or restriction of or interference with any Lessee's use of any or all of the Vehicles Equipment by any Person; or any part thereof; (ivg) any defect in or any Lien on title to by the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect insolvency of any obligation or liability of a Lessee or the Lessor; (vi) commencement by or against Administrative Agent, any Lessor or Lessee of any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehiclessimilar proceeding; or (xih) by any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any . It is the intention of the foregoing parties that all Rent, indemnities and whether or not foreseen or foreseeable. This Operating Lease other amounts payable by Lessee hereunder shall be noncancelable by any Lessee and, except as expressly payable in all events in the manner and at the times herein provided herein, each unless Lessee, 's obligations in respect thereof have been terminated or modified pursuant to the express provisions of this Lease. To the extent permitted by applicable law, Lessee hereby waives any and all rights which it may now have or hereafter which may at any time be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part, except strictly in accordance with the express terms hereof. All covenants and agreements of each Each rental, indemnity or other payment made by Lessee in this Operating Lease hereunder or under the other Operative Agreements, shall be performed at final, and Lessee shall not seek to recover all or any part of such payment from Lessor for any reason whatsoever. Without affecting Lessee's obligation to pay Rent, or other amounts payable hereunder or under the other Operative Agreements, Lessee may seek damages for a breach by Administrative Agent or any Lessor of its cost, expense and risk unless expressly otherwise statedobligations under this Lease or the Participation Agreement.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASE(a) This Lease shall constitute a net lease and, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnotwithstanding any other provision of this Lease, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERit is intended that Basic Rent, Supplemental Rent and all other amounts due and payable under the Operative Documents, including, as applicable, the Lease Balance, shall be paid, subject to Section 6.5, without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of Lessee hereunder shall, to the Lessees hereunder shall fullest extent permitted by Applicable Laws and Regulations, in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitationreason (other than the indefeasible payment or performance in full of such liability or obligation) including: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Item of Equipment or any part thereoffailure of any Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to operate or use any Item of Equipment by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or release from or destruction of or any requisition or taking of the Vehicles any Item of Equipment or any part thereof; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles any Item of Equipment or any part thereof; (ivd) any defect in title to or rights to any Item of Equipment or any Lien on such title to the Vehicles or rights on any part thereofItem of Equipment; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or the Lessorby Lessor or Agent; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of Lessee, Lessor, Agent or any Person mentioned aboveother Person, or by any court, in any such proceeding; (viig) any claim that such Lessee has or might have against any Person, including including, without limitation the Lessorlimitation, Lessor or Agent (but will not constitute a waiver of such claim); (viiih) any failure on the part of the Lessor or Agent to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction (but will not constitute a waiver of such claim); (ixi) any invalidity or unenforceability or disaffirmance against or by Lessee, Agent or Lessor of this Operating Lease or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (xj) the impossibility of performance by Lessee, Lessor, Agent or any of them; (k) any insurance premiums payable action by such any court, administrative agency or other Governmental Authority or any restriction, prevention or curtailment of or any use of any Item of Equipment or any part thereof; (l) the failure of Lessee with respect to achieve any accounting or tax benefits or the Vehiclescharacterization of the transaction intended by Section 2.4; or (xim) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in Section 9.1 or not foreseen or foreseeable. This Operating Section 14.1 hereof, this Lease shall be noncancelable noncancellable by Lessee for any Lessee andreason whatsoever, except as expressly provided herein, each and Lessee, to the fullest extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin Section 9.1 or Section 14.1 hereof or, each with respect to amendments, as permitted by the Operative Documents, Lessee shall, unless prohibited by Applicable Laws and Regulations, pay to Agent (or, in the case of Supplemental Rent, to whomever shall nonetheless pay be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated or amended in whole or in part. All covenants Each payment of Rent and any payment of the Lease Balance made by Lessee hereunder shall be final and, absent error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of each Item of Equipment and Lessor and Agent shall have no responsibility in respect thereof and shall have no liability for damage to any Item of Equipment or any property relating thereto of Lessee or on any account or for any reason whatsoever other than by reason of such Person’s willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents; provided, however, any liability of Lessor or Agent with respect to any such willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents shall not limit or affect Lessee’s absolute obligations as set forth in this Operating Article VII. Without affecting Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, Lessee may, notwithstanding any other provision of the Operative Documents, seek damages of any kind (which damages may be measured, if appropriate, on the amount of Rent paid by Lessee) or any other remedy at law or equity against Lessor or Agent for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by such Person of its obligations under this Lease or the other Operative Documents. (b) Notwithstanding anything to the contrary contained in this Article VII, the parties hereto agree that in the event that the Lessor becomes the subject of any voluntary or involuntary case or proceeding under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect, and as a result thereof the Series C Cash Collateral and/or the Lessor’s Interest Related Cash Collateral held by Lessor becomes a part of the Lessor’s bankruptcy estate, then (i) the Lessor shall be performed at its costdeemed to have set off and applied such Series C Cash Collateral and/or Lessor’s Interest Related Cash Collateral against any amounts due with respect to the portion of the Series C Lease Balance and/or the Lessor’s Interest Related Lease Balance secured by such Cash Collateral and (ii) the Lessee shall be deemed to have paid in full any and all Rent due with respect to the Series C Lease Balance and/or the Lessor’s Interest Related Lease Balance secured by such Cash Collateral, expense and risk unless expressly otherwise statedin each case in an amount not to exceed such Series C Cash Collateral and/or Lessor’s Interest Related Cash Collateral.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Master Lease shall constitute a net lease and the Lessee's obligations to pay all Basic Rent and Supplemental Rent shall be absolute and unconditional under any and all circumstances. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Master Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Basic Rent or Supplemental Rent nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Property or any part thereof, or the failure of any Improvements or the Land to comply with all Applicable Laws, including any inability to use any Improvements or Land by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of, scrapping or destruction of or any requisition or taking of any Improvements or the Vehicles Land or any part thereof; , (iii) any restriction, prevention or curtailment of or interference with any the use of any Improvements or the Vehicles Land or any part thereof; (iv) any defect in the Lessor's title to or rights to any Improvements or the Land or any Lien on such title to or rights or on any Improvements or the Vehicles or any part thereofLand; (v) any change, waiver, extension, indulgence or other action or Master Lease omission or breach in respect of any obligation or liability of a Lessee or by any of the LessorLessor Parties; (vi) to the extent permitted by Applicable Law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor or any other Person, Transaction Party or any action taken with respect to this Operating Master Lease by any trustee or receiver of any Person mentioned above, Transaction Party or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor or any vendor, manufacturer, or supplier of any of the Improvements; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Master Lease or any of the terms of any other Operative Document or any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Master Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such the Lessee with respect to or the VehiclesLessor; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any Adverse Environmental Condition, or (xiii) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction The agreement of Rent payable by the Lessee hereunderin the preceding sentence shall not affect any claim, action or right that the Lessee may have against the Lessor or any other Person, including pursuant to Section 20.1 hereof. All payments by a The parties intend that the obligations of the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Document and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedMaster Lease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a "net lease." The Facility Lessee's obligation to make all Rent payments payable hereunder (and all amounts, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALincluding Termination Value, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations following termination of this Facility Lease) shall be absolute and liabilities of the Lessees hereunder unconditional under any and all circumstances, and shall in no way not be releasedterminated, discharged extinguished, diminished, lost or otherwise affected impaired by any circumstance of any character, including by (except as i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may be expressly provided in this Operating Leasehave against the Owner Lessor, the Owner Participant, the OP Guarantor, the Lease Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee or any other Person, including, without limitation, the right any claim as a result of a Lessee to reject Vehicles pursuant to Section 2.2 any breach by any of the Base Leasesaid parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) for any reason, including without limitation: (i) lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any 18 eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Authority or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Requirement of Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Operating Lease by the Facility, the Facility Site, any trustee Component, any other portion of the Undivided Interest or receiver of any Person mentioned abovepart thereof, or by any court; (viixii) any claim that prohibition, limitation or restriction of the Facility Lessee's use of all or any part of the Facility or any portion thereof or any interest therein or the interference with such Lessee has or might have against use by any Person, including without limitation (xiii) the Lessor; termination or loss of the Facility or any portion thereof, any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (viiixiv) the existence of any Lien with respect to the Facility or any act or circumstance that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, (xv) any failure on breach, default or misrepresentation by the part of the Owner Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Person under the Facility Lease or any provision hereof or any of the other Related Documents Operative Documents, PROVIDED that the Facility Lessee reserves it rights with respect to any Series of Notes breach, default or misrepresentation by the Owner Lessor or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; other Person or (xixvi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that Allocated Rent shall continue to accrue and all Basic Lease Rent, to the extent permitted by lawRenewal Rent and Supplemental Lease Rent (and all amounts, waives all rights now or hereafter conferred by statute or otherwise to quitincluding Termination Value, terminate or surrender in lieu of Basic Lease Rent, following termination of this Operating Facility Lease, or to any diminution or reduction of Rent ) payable by the Facility Lessee hereunder. All payments by a Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Allocated Rent, absent manifest error andBasic Lease Rent, except as otherwise provided Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in lieu of Basic Lease Rent, following termination of this Operating Facility Lease, no Lessee ) shall seek not be subject to recover any such payment abatement and the accrued and payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Requirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with SECTION 10, 13, OR 14. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee nonetheless agrees, to the extent permitted by Requirements of Law, (x) that Allocated Rent shall nonetheless continue to accrue and (y) to pay to the Owner Lessor an amount equal to each installment of Basic Lease Rent, Renewal Rent payment and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS THE OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a the Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in in, or any Lien on on, title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this the Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such the Lessee or otherwise; (x) any insurance premiums payable by such the Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This The Operating Lease shall be noncancelable by any Lessee the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each any Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASELessee's Obligations; No Set-Off,Counterclaim, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVEREtc. The obligations and liabilities of the Lessees -------------------------------------------------------------- This is a net lease. Lessee's obligation to pay all Rent payable hereunder shall in no way be released, discharged or otherwise absolute and unconditional and shall not be affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for by any reasoncircumstance, including without limitation: (ia) any setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor; (b) any defect in the title, airworthiness, condition, merchantabilitydesign, quality operation or fitness for use of the Vehicles of, or any part thereofdamage to or loss or destruction of, the Aircraft, Airframe or any Engine, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever; (iic) any damage toinsolvency, removalbankruptcy, abandonment, salvage, loss, scrapping reorganization or destruction of similar proceedings by or against Lessee or any requisition or taking of the Vehicles or any part thereofother Person; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (vd) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (viie) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; or (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ixf) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest errorhereof. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly specifically provided herein, each Lessee shall nonetheless agrees to pay an amount equal to each Basic Rent and Supplemental Rent payment at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Rent payable by Lessee in this Operating Lease shall be performed paid without notice or demand (except as otherwise expressly provided) and without abatement, suspension, deferment, deduction, diminution or proration by reason of any circumstance or occurrence whatsoever. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at its costany time hereafter may be conferred upon it, expense by statute or otherwise, to terminate, cancel, quit or surrender this Lease or any part hereof, or to any abatement, suppression, deferment, diminution, reduction or proration of Rent except in accordance with the express terms hereof. Each payment of Rent made by Lessee shall be final as to Lessor and risk unless expressly otherwise stated.Lessee. Lessee will not seek to recover all or any part of any such payment of Rent for any reason whatsoever. Federal Express Boeing 727-2D4 N362PA

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease is a “net” lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities which for purposes of this Lease shall mean that none of the Lessees hereunder expenses and costs associated with the ownership, repair and maintenance of the Premises shall in no way be releasedborne by Landlord, discharged or otherwise affected (and all of such expenses shall be borne by Tenant, except as may be otherwise expressly provided in this Operating LeaseLease to the contrary. Accordingly, any Legal Requirements to the contrary notwithstanding, except as expressly provided herein, this Lease shall not terminate, nor except as expressly provided herein, shall Tenant be entitled to any notice, demand, abatement, deferment, reduction, set off, counterclaim, or defense with respect to any Rent, nor shall the obligations of Tenant hereunder be affected, except as expressly provided herein, by reason of: the condition of the Premises on or following the date hereof, any damage to or destruction of the Premises or any part thereof; any taking of the Premises or any part thereof or interest therein by condemnation or otherwise; any prohibition, limitation, restriction or prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any Person (other than Landlord or any Person claiming by, through or under Landlord) or for any reason; any matter (including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base LeasePermitted Exceptions) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on affecting title to the Vehicles Premises (except matters other than Permitted Exceptions arising by, through or under Landlord); the impossibility or illegality of performance by Landlord, Tenant, or both, of any part thereofof its or their obligations hereunder; (v) any change, waiver, extension, indulgence or other action of any governmental authority; any action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating failure to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure act on the part of the Lessor to perform Landlord under this Lease or comply with any of the terms hereof or of any other agreement; (ix) any invalidity breach of warranty or unenforceability or disaffirmance of this Operating Lease misrepresentation; or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee Tenant shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedforegoing.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a "net lease" and the Facility Lessee's obligation to make all Rent payments payable hereunder or other payments under the Operative Documents (and all amounts, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALincluding Termination Value, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations following termination of this Facility Lease) shall be absolute and liabilities of the Lessees hereunder unconditional under any and all circumstances, and shall in no way not be releasedterminated, discharged extinguished, diminished, lost or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right impaired by any circumstance of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reasoncharacter, including without limitation: by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the Equity Subsidiary, the Equity Investor, the Pass Through Trustee, the Lease Indenture Trustee or any other Person, including any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component thereof, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component thereof, any other portion of the Facility Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component thereof or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility Site, the Facility, any Component thereof, or any part thereof; (iv) other portion of the Facility Interest by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component thereof for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Applicable Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Operating Lease by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility Site, the Facility, any Component thereof, any other portion of the Facility Interest or any part thereof, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Rent (and all amounts, to the extent permitted by lawincluding Termination Value, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender following termination of this Operating Facility Lease, or to any diminution or reduction of Rent ) payable by the Facility Lessee hereunder. All payments by a Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Rent (and all amounts, absent manifest error andincluding Termination Value, except as otherwise provided in following termination of this Operating Facility Lease, no Lessee ) shall seek not be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Facility Interest except in accordance with Sections 10, 13, 14 or 15. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees, to the extent permitted by Applicable Law, to pay to the Owner Lessor an amount equal to each installment of Periodic Lease Rent, Renewal Lease Rent payment and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Leased Asset or any part thereof, or the failure of any Leased Asset to comply with all Requirements of Law, including any inability to occupy or use any Leased Asset by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles any Leased Asset or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles any Leased Asset or any part thereofthereof including eviction; (iv) any defect in title to or rights to any Leased Asset or any Lien on such title to the Vehicles or rights or on any part thereofLeased Asset (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the LessorLessor and any vendor, manufacturer, contractor of or for any portion of any Leased Asset; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease (other than performance by Lessor of its obligations set forth in SECTION 2.1), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee restriction, prevention or curtailment of or interference with respect to the Vehiclesconstruction on or any use of any Leased Asset or any part thereof; or (xi) any other occurrence whatsoevercause or circumstances, whether similar or dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction The agreement of Rent payable by the Lessee hereunderin the preceding sentence shall not affect any claim, action or right that the Lessee may have against the Lessor or any other Person. All payments by a The parties intend that the obligations of the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor or any other Person hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedLease.

Net Lease. (a) THIS OPERATING FACILITY LEASE SHALL BE IS A NET LEASE, LEASE AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER RENT, THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE SHALL BE ABSOLUTE AND UNCONDITIONALUNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE SUBJECT ENTITLED TO ANY ABATEMENT OR REDUCTION OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE, EXCEPT FOR ANY REASON WHATSOEVER. The obligations THE ADJUSTMENTS AND OTHER TERMINATION PROVISIONS SPECIFICALLY PROVIDED FOR IN THIS FACILITY LEASE. (b) Except as otherwise expressly provided herein and liabilities by performance of the Lessees hereunder obligations in connection herewith, this Facility Lease shall in no way not terminate, nor shall the obligations of Lessee be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: affected: (i) any defect in by reason of the condition, merchantability, quality or design, quality, fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Vehicles Leased Facility, however caused, or any inability to use the Leased Facility or any part thereof; thereof by reason of any such defect; (ii) by the taking or requisitioning of any damage to, or all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, scrapping contamination or destruction of or any requisition or taking of the Vehicles Leased Facility or any part thereof; ; (iii) by the invalidity or unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document; (iv) by the attachment of any Lien of any third party to any or all of the Leased Facility; (v) by any prohibition or restriction of or interference with Lessee’s use of any or all of the Leased Facility by any Person (other than Lessor or Person claiming through Lessor); (vi) by the insolvency of or the commencement by or against Lessor or any Person party to a Lease Document of any bankruptcy, reorganization or similar proceeding; (vii) by any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Facility or any part thereof; ; (ivviii) by any defect in title to or rights to the Leased Facility or any Lien on such title to or rights or on the Vehicles or any part thereof; Leased Facility; (vix) by any change, waiver, extension, extension or indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee Person party to the Lease Documents except to the extent provided in such change, waiver, extension or receiver of any Person mentioned above, or indulgence; (x) by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation any vendor, manufacturer or contractor of or for the Lessor; Leased Facility; (viiixi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any provision hereof or any of the other Lease Documents or any provision thereof; (xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this Facility Lease or any other Lease Document to which either is a party; (xiii) by any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Facility Lease or any provision hereof or other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 2.7); (xiv) by any of the other Related Documents with respect to any Series of Notes or any provision action of any thereofGovernmental Authority; (xv) by any claim for infringement or other liability resulting from any patent, in each case whether against trademark, copyright or other intellectual property rights; or (xvi) by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, future law to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedcontrary notwithstanding.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. This Facility Lease is a "net lease." The obligations Facility Lessee's obligation to make all payments payable hereunder (and liabilities of the Lessees hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Leaseall amounts, including, without limitation, the right Termination Value, following termination of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base this Facility Lease) for shall be absolute and unconditional under any reasonand all circumstances and shall not be terminated, including extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including, without limitation: , by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or any other Person, including, without limitation, any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Authority or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Requirement of Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Operating Lease by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility, the Facility Site, any Component, any other portion of the Undivided Interest or any part thereof, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Basic Lease Rent (and all amounts, to the extent permitted by lawincluding, waives all rights now or hereafter conferred by statute or otherwise to quitwithout limitation, terminate or surrender Termination Value, in lieu of Basic Lease Rent following termination of this Operating Facility Lease, or to any diminution or reduction of Rent ) payable by the Facility Lessee hereunder. All payments by a Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Basic Lease Rent (and all amounts, absent manifest error andincluding, except as otherwise provided without limitation, Termination Value, in lieu of Basic Lease Rent following termination of this Operating Facility Lease, no Lessee ) shall seek not be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Requirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with Section 10, 13, 14 or 17. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees, to the extent permitted by Requirements of Law, to pay to the Owner Lessor an amount equal to each installment of Basic Lease Rent payment and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERand the obligations of Lessee hereunder are absolute and unconditional. The obligations Lessee shall pay all costs and liabilities expenses arising out of the Lessees use, operation and/or occupancy of the Property. Except pursuant to the Operative Agreements and any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, set-off, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reasonreason whatsoever, including without limitationby reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting any Financing Party, any Credit Party or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of the Property except pursuant to the Operative Agreements; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except covenants, agreements and obligations that are separate and independent from any obligations of Lessor hereunder and shall continue unaffected unless such covenants, agreements and obligations shall have been modified or terminated in accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been specifically reviewed and subject to negotiation. The provisions of this Section 6.1 shall not preclude Lessee from pursuing lawsuits against any other party to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek Operative Agreements regarding such party’s failure to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal perform its obligations pursuant to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedOperative Agreements.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Master Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Master Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Property or any part thereof, or the failure of any Property to comply with all Requirements of Law, including any inability to occupy or use such Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles any Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Vehicles any Property or any part thereofthereof including eviction; (iv) any defect in title to or rights to any Property or any Lien on such title to the Vehicles or rights or on any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor or the LessorLender; (vi) to the extent permitted by Applicable Law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such the Lessee, the Lessor Lessor, the Lender or any other Person, or any action taken with respect to this Operating Master Lease by any trustee or receiver of the Lessee, the Lessor, the Lender or any Person mentioned aboveother Person, or by any court, in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor, the Lender, or any vendor, manufacturer, contractor of or for any Property; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Master Lease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Master Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, the Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoever, Governmental Authority; or (xii) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing. The Lessee's agreement in the preceding sentence shall not affect any claim, action or right the Lessee may have against the Lessor or any other Participant, and notwithstanding the foregoing and whether or not foreseen or foreseeable. This Operating Lease provisions, nothing contained in this Section 5.1 shall be noncancelable by provide Lessor with any Lessee and, except as expressly provided herein, each Lessee, right to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable payment by the Lessee hereunderwith respect to any Property prior to the Completion Date for such Property which is contrary to Lessor's rights under the Construction Agency Agreement including the limitations set forth in Section 5.4 thereof; it being the express intention of the parties to this Master Lease that Lessee shall have no liability hereunder with respect to any Construction Period Property. All payments by a The parties intend that the obligations of the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedMaster Lease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein permitted and by performance of the obligations in this Operating Leaseconnection therewith) by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, including, without limitation, the right restriction or prevention of a Lessee to reject Vehicles pursuant to Section 2.2 Lessee's use, occupancy or enjoyment of the Base Lease) any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, including without limitation: Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing. The foregoing and whether or clause (j) shall not foreseen or foreseeable. This Operating prevent the termination of the Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to in accordance with the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by terms hereof if the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except purchases all of the Properties pursuant to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment Section 20.1 or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise stated20.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease (as originally executed and as -a tied, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALsupplemented and amended from time to time) is a net lease, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities the Lessee hereby acknowledges and agrees that the Lessee's obligation to pay all Rent hereunder, and the rights of the Lessees hereunder Lessor in and to such Rent, shall in no way be releasedabsolute, discharged or otherwise unconditional and irrevocable and shall not be affected (except as may be expressly provided in this Operating Leaseby any circumstances of any character, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee may have against the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any ANPP Participant, any vendor or manufacturer of any. equipment or assets included in the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site, PVNGS, or any part of any thereof, or any other Person for any reason whatsoever, (ii) any defect in or failure of the conditiontitle, merchantability, quality condition, design, compliance with specifications, operation or fitness for use of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, (iiiii) any damage to, or removal, abandonment, decommissioning, shutdown, salvage, scrapping, requisition, taking, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereofof the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS; or any interference, interruption or cessation in the use or possession thereof or of the Undivided Interest by the Lessee or by any other Person (iiiincluding, but without limitation, the Operating Agent or any other ANPF Participant) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, (ivV) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such by or against the Lessee, the Lessor Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any other ANPP Participant or any other Person, (vi) the invalidity, illegality or unenforceability of this Facility Lease, any other Transaction Document, any Financing Document, the ANPP Participation Agreement or any action taken with respect other instrument referred to this Operating Lease by any trustee herein or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise stated.therein or

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Ground Sub-sublease is a "net lease" and notwithstanding anything herein to the contrary, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthe Ground Sub-sublessee's obligation to pay all rent and other sums payable hereunder (and all amounts payable in lieu of rent and other sums following termination of this Ground Sub-sublease) shall be absolute and unconditional under any and all circumstances and shall not be terminated, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The extinguished, diminished, lost or otherwise impaired, nor shall the Ground Sub-sublessee's other obligations and liabilities hereunder or the Ground Sub-sublessor's rights hereunder be terminated, extinguished, diminished, lost or otherwise impaired affected, by any circumstance of any character or for any reason whatsoever, whether or not the same involves the loss of all or any part of the Lessees hereunder shall in no way be releasedleasehold estate granted by this Ground Sub-sublease, discharged including without limitation any of the following circumstances or otherwise affected reasons: (except as i) any setoff, counterclaim, recoupment, defense or other right which the Ground Sub-sublessee may be expressly provided in this Operating Leasehave against the Ground Sub-sublessor, the Trustees, the Owner Participant, or the Lender or any other Person, including, without limitation, the right any breach by any of a Lessee to reject Vehicles pursuant to Section 2.2 said parties of the Base Leaseany covenant or provision under this Ground Sub-sublease or under any Operative Document, (ii) for any reason, including without limitation: (i) lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any foreclosure or deed in lieu of foreclosure of the Oglethorpe Mortgage, or any termination of the leasehold estate granted by this Ground Sub-sublease as a result thereof by operation of law or contract, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Rocky Mountain Site, any Component, any other portion of the Facility Lessee's Rocky Mountain Interest or the interest of any other Person or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or foregoing for any part thereof; reason whatsoever, (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part of the foregoing by the Ground Sub-sublessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Rocky Mountain Site, any Component, any other portion of the Ground Sub-sublessee's Rocky Mountain Interest or any part thereof; (iv) of the foregoing by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Ground Sub-sublease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Ground Sub-sublessor to enter into this Ground Sub-sublease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Ground Sub-sublessor or the Facility Operator to comply with any Applicable Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Ground Sub-sublessee or any other Person, or (xi) any action taken with respect to this Operating Lease by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility, the Rocky Mountain Site, any Component, any other portion of the Ground Sub-sublessee's Rocky Mountain Interest or any part of the foregoing, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Documents, each Lessee, to it being the extent permitted by law, waives intention of the parties hereto that all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent rent and other sums payable by the Lessee hereunder. All payments by a Lessee made Ground Sub-sublessee hereunder shall (and all amounts payable in lieu of rent and other sums following termination of this Ground Sub-sublease) be final (except to paid in the extent of adjustments manner and at the times provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee . Such rent and other sums payable hereunder shall seek not be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Ground Sub-sublessee or any other Person against the Ground Sub-sublessor or any other Person under this Ground Sub-sublease or otherwise. If for any reason whatsoever this Operating Lease Ground Sub-sublease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each Lessee shall the Ground Sub-sublessee nonetheless agrees to the extent permitted by Applicable Law, to pay an to the Ground Sub-sublessor any amount equal to each Rent payment due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms hereof had this Ground Sub-sublease not been so terminated. The provisions of this Operating Lease as if it had not been terminated Section 2.6 shall survive the termination of this Ground Sub-sublease for any reason whatsoever. Upon and after the termination of the leasehold hereby granted for any reason whatsoever, the Ground Sub-sublessee shall pay to the Ground Sub-sublessor in whole or in partlieu of the rent and other sums payable hereunder, an amount equal to such rent and other sums, and this obligation is expressly agreed to be a covenant of the Ground Sub-sublessee that is independent of the existence of such leasehold. All The obligations of the Ground Sub-sublessee to pay all amounts hereunder other than rent and other sums are also covenants that are independent of the existence of such leasehold and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedsurvive the termination thereof for any reason whatsoever.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Facility Lease is a "net lease" and the Lessee's obligation to pay all Rent, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALincluding Basic Lease Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations Renewal Lease Rent and liabilities Supplemental Rent payable hereunder (and all amounts, including Termination Value (or amounts computed by reference thereto), in lieu of the Lessees hereunder Basic Lease Rent or Renewal Lease Rent following termination of this Facility Lease in whole or in part) shall in no way be releasedabsolute and unconditional under any and all circumstances and shall not be terminated, discharged extinguished, diminished, lost or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right impaired by any circumstance of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reasoncharacter, including without limitation: by (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Owner Lessor, the Owner Trustee, the Owner Participant, the Equity Investor, the Indenture Trustee, any of their respective Affiliates, the Pass Through Trustee or any other Person, including any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component or any portion of either thereof, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component or any portion of either thereof, any other portion of the Facility, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss, prevention theft or curtailment destruction of, or damage to, the Facility or any Component or any portion of either thereof or interference with interruption or cessation in the use or possession thereof or any part thereof by the Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Vehicles Facility Site, the Facility, any Component or any part thereof; (iv) portion of either thereof by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability (or allegation of invalidity or unenforceability) or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of a Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component or any portion of either thereof for any particular use, whether or not due to any failure of the Lessee to comply with any Applicable Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Lessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Operating Lease by the Facility Site, the Facility, any trustee Component or receiver any portion of either thereof or any Person mentioned abovepart thereof, or by any court; (viixii) any claim that prohibition, limitation or restriction of Lessee's use of all or any part of the Facility, the Facility Site or the Ground Interest or any portion thereof or any interest therein or the interference with such Lessee has or might have against use by any Person, including without limitation (xiii) the Lessor; termination or loss of the Facility, the Facility Site or the Ground Interest or any portion thereof, any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (viiixiv) any failure on the part of the breach, default or misrepresentation by Owner Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of Person under this Operating Facility Lease or any provision hereof or any of the other Related Documents with respect to Operative Documents, (xv) any Series of Notes failure, omission or any provision delay on the part of any thereofPerson to exercise any right, power or remedy under any Operative Document, (xvi) the taking or omission of any of the actions referred to in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to of the Vehicles; Operative Documents or (xixvii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Rent, to the extent permitted by lawincluding all Basic Lease Rent and Renewal Lease Rent (and all amounts, waives all rights now including Termination Value, in lieu of Basic Lease Rent or hereafter conferred by statute Renewal Lease Rent following termination of this Facility Lease in whole or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent in part) payable by the Lessee hereunder. All payments by a Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein. Such Rent, including Basic Lease Rent or Renewal Lease Rent (and all amounts, including Termination Value (or amounts computed by reference thereto), absent manifest error and, except as otherwise provided in lieu of Basic Lease Rent or Renewal Lease Rent following termination of this Operating Lease, no Lessee Facility Lease in whole or in part) shall seek not be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable Law, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Facility except in accordance with Section 10, 13 or 14. If for any reason whatsoever this Operating Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Lessee shall nonetheless agrees, to the extent permitted by Applicable Law, to pay to the Owner Lessor an amount equal to each installment of Basic Lease Rent payment (or, in connection with a termination of a Renewal Lease Term, Renewal Lease Rent) and all Supplemental Lease Rent due and owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Operating Facility Lease as if it had not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee in this Operating Lease Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Lessee shall deem appropriate.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease and, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnotwithstanding any other provision of this Lease, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERit is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitationincluding, to the maximum extent permitted by Applicable Laws: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Vehicles Leased Property, or any part thereoffailure of the Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Vehicles Leased Property or any part thereof, including eviction; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Property or any part thereof, including eviction; (ivd) any defect in title to or rights to the Leased Property or any Lien on such title to or rights or on the Vehicles or any part thereofLeased Property; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or the Lessorby Any Party; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor any Party or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of Lessee, any Person mentioned aboveParty or any other Person, or by any court, in any such proceeding; (viig) any claim that such Lessee has or might have against any Person, including without limitation the LessorLessor or any other Party; (viiih) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (ixi) any invalidity or unenforceability or disaffirmance against or by Lessee of this Operating Lease or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (xj) the impossibility of performance by Lessee, Lessor or both; (k) any insurance premiums payable action by such any court, administrative agency or other Authority; any restriction, prevention or curtailment of or any interference with any use of the Leased Property or any part thereof; (l) the failure of Lessee with respect to achieve any accounting or tax benefits or the Vehiclescharacterization of the transaction intended by SECTION 22.19 of this Lease and Section 2.7 of the Participation Agreement; or (xim) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in ARTICLE XIV, ARTICLE XIX or not foreseen or foreseeable. This Operating SECTION 20.1, this Lease shall be noncancelable non-terminable and noncancellable by Lessee for any Lessee andreason whatsoever, except as expressly provided herein, each and Lessee, to the extent permitted by lawApplicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin ARTICLE XIV, each Lessee shall shall, unless prohibited by Applicable Laws, nonetheless pay to Lessor (or, in the case of Supplemental Rent due to any Non-Party, to such Person as shall be entitled thereto) an amount equal to each Rent payment (including the Lease Balance or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants Each payment of Rent and any payment of the Lease Balance made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from any Party or any other party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of each the Leased Property and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or any subtenant of Lessee on any account or for any reason whatsoever other than by reason of Lessor's willful misconduct or gross negligence or negligence in the handling of funds; PROVIDED, HOWEVER, any liability of Lessor with respect to any such willful misconduct or gross negligence or negligence in the handling of funds shall not limit or affect Lessee's absolute obligations as set forth in this Operating ARTICLE V. Without affecting Lessee's obligation to pay Basic Rent, Supplemental Rent, the Lease shall be performed Balance and all other amounts due and payable under the Operative Documents, or to perform its obligations under the Operative Documents, Lessee may seek damages or any other remedy at law or equity against Lessor for a breach by Lessor of its cost, expense and risk unless expressly otherwise statedobligations under this Lease or the Participation Agreement.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERThe Lease is a net lease. The Lessee’s obligation to pay Rent and to perform all its other obligations and liabilities of under the Lessees hereunder shall in no way be released, discharged or otherwise affected Lease (except as may be expressly otherwise provided in this Operating the Lease) is absolute and unconditional no matter what happens and no matter how fundamental or unforeseen the event, including, without limitation, including any of the following: (a) any right of a set-off, counterclaim, recoupment, defense or other right which Lessee may have against the Lessor, Owner, any Indemnitee, Manufacturer, any manufacturer or seller of or any Person providing services with respect to reject Vehicles pursuant to Section 2.2 the Aircraft, any Engine or any Part or any other Person, for any reason whatsoever; (b) any unavailability of the Base Lease) Aircraft for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use a requisition of the Vehicles Aircraft or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping prohibition or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment interruption of or interference with any use or other restriction against Lessee’s use, operation or possession of the Vehicles Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by operation of law); (c) any lack or invalidity of title or any part thereof; (iv) any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission Event of Loss in respect of or any obligation or liability of a Lessee or damage to the LessorAircraft; (vid) any insolvency, bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentreadjustment of debt, dissolution, liquidation or other like proceeding relating to such Lesseesimilar proceedings by or against Lessor, the Lessor Lessee or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ixe) any invalidity or unenforceability or disaffirmance lack of this Operating Lease due authorization of, or any provision hereof or any of other defect in, the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwiseLease; (xf) any insurance premiums payable by such Lessee with respect to the Vehicles; Security Interests or (xiexcept as provided in Section 5.6(a)) Taxes; and/or (g) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgment in selecting the Aircraft, whether similar and has not relied on Lessor or dissimilar to the foregoingon any information supplied by Lessor, whether that Lessor is not a manufacturer of or not such Lessee shall have notice or knowledge of any dealer in aircraft and that Lessor has all of the foregoing rights and whether or not foreseen or foreseeablebenefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. This Operating Lease shall be noncancelable by any Lessee and, except Except as expressly provided hereinset forth elsewhere in the Lease, each LesseeLessee hereby waives, to the extent permitted by lawapplicable Law, waives any and all rights right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to terminate, xxxxx, cancel, quit, terminate reduce, defer, suspend or surrender this Operating Lease, the Lease or to the Aircraft or any diminution or reduction obligation imposed upon Lessee under the Lease (including payment of Rent payable or Supplemental Rent). Each payment of Rent or Supplemental Rent made by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no final. Lessee shall will not seek to recover any such payment all or any part thereof of any payment of Rent or Supplemental Rent for any reason whatsoever, absent whatsoever except manifest error. If for any reason whatsoever this Operating the Lease shall be terminated in whole or in part by operation of law or otherwise Law, except as expressly specifically provided hereinin the Lease, each Lessee shall waives, to the extent permitted by applicable Law, all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations under the Lease and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time and in the manner that such payment payments would have become due and payable under in accordance with the terms of this Operating the Lease as if it had the Lease not been terminated in whole or in partpart and so long as such payments are made and all other terms and conditions of the Lease are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease and Lessee shall continue to have, and shall be entitled to exercise, all of its rights under the Lease as if the Lease remained in full force and effect. All covenants and agreements of each Lessee Nothing in this Operating Section 5.12 will be construed to limit Lessee’s right to institute separate legal proceedings or from separately pursuing any claim it may have from time to time against Lessor in the event of Lessor’s breach of the Lease shall be performed at its costas and to the extent not prohibited by an express term of the Lease, expense or to limit Lessee’s rights and risk unless expressly otherwise statedremedies against any other Person with respect to any matter.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEExcept as otherwise expressly provided herein, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Agreement is a net lease. Tensar acknowledges and agrees that its obligations hereunder, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERunder any other Lease Document or any Security Document to which it is a party, including, without limitation, its obligation to pay all Rent payable hereunder, shall be absolute and unconditional under any and all circumstances and shall be paid to TCO without notice or demand and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever, including, without limitation, any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, any past, present or future claims which Tensar may have against TCO or any person entering into contractual arrangements with TCO to enable it to satisfy its obligations hereunder, or the manufacturer or producer of any Leased Asset, any Part or unit or component of the Leased Assets, or any other person (including any agent or representative of any such Person) for any reason whatsoever. The Except as otherwise expressly provided herein and without in any manner limiting the generality of the foregoing sentence, the obligations and liabilities of the Lessees Tensar hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Leasefor any reason, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in any item of the Leased Assets, any Part or unit or component of the Leased Assets, or the condition, merchantabilitydesign, quality operation or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping salvage or destruction of, any item of the Leased Assets, or any requisition Part or taking unit or component of the Vehicles or any part thereofLeased Assets; (iii) any restriction, prevention Liens or curtailment rights of or interference others with respect to any use item of the Vehicles Leased Assets, or any part thereofPart or unit or component of the Leased Assets; (iv) any defect in prohibition or interruption of or other restriction against Tensar’s use, operation or possession of any item of the Leased Assets, or any Lien on title to Part or unit or component of the Vehicles Leased Assets for any reason whatsoever, or any part thereofinterference with such use, operation or possession by any person or entity; (v) any changeother Financing Obligation or liability, waiverhowsoever and whenever arising, extensionof TCO, indulgence or other action or omission in respect of any obligation person entering into contractual arrangements with TCO to enable it to satisfy its obligations hereunder or liability of a Lessee or the LessorTensar to any other Person; (vi) any bankruptcy, insolvency, reorganizationbankruptcy or similar proceedings by or against TCO, compositionany person entering into contractual arrangements with TCO to enable it to satisfy its obligations hereunder, adjustment, dissolution, liquidation any guarantor of Tensar or other like proceeding relating to such Lessee, the Lessor Tensar; or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence reason whatsoever, whether similar or dissimilar to any of the foregoing, whether any present or not such Lessee shall have notice future law to the contrary notwithstanding; it being the intention of the parties hereto that the Rent and other amounts payable by Tensar under this Agreement or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating other Lease Documents to which it is a party shall continue to be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives payable in all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time events and in the manner that such payment would have become due and payable under at the terms times herein provided, without notice or demand, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedAgreement.

Net Lease. No Setoff, Etc. THIS OPERATING LEASE SHALL BE CONSTITUTE A NET LEASELEASE AND, NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE TO THE CONTRARY, IT IS INTENDED THAT PERIODIC RENT AND SUPPLEMENTAL RENT SHALL BE PAID WITHOUT COUNTERCLAIM, SETOFF, DEDUCTION OR DEFENSE OF ANY KIND AND WITHOUT ABATEMENT, SUSPENSION, DEFERMENT, DIMINUTION OR REDUCTION OF ANY KIND, AND EACH LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE SUCH AMOUNTS, THROUGHOUT THE LEASE TERM IS ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Leasefor any reason, including, without limitation, to the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitationmaximum extent permitted by law: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any item of Equipment, or any part thereoffailure of any item of Equipment to comply with all Applicable Laws, including any inability to use any item of Equipment by reason of such noncompliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping destruction, requisition, taking or destruction contamination of or release of Hazardous Materials from any requisition or taking item of the Vehicles or any part thereofEquipment other than Lessor's Liens; (iiic) any restriction, prevention or curtailment of or any interference with the construction or any use of the Vehicles or any part thereofitem of Equipment; (ivd) the attachment of any Lien of any third party to any item of Equipment other than Lessor's Liens; (e) any defect in prohibition or restriction of or interference with Lessee's use of any Lien on title to or all of the Vehicles or Equipment by any part thereofPerson; (vf) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or the by Lessor as Trustee or Lessor, Administrative Agent or any Lender; (vig) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor as Trustee or Lessor, Administrative Agent, any Lender or any other Person, or any action taken with respect to this Operating Lease by any trustee trustee, receiver or receiver keeper of Lessee, Lessor as Trustee or Lessor, Administrative Agent, any Person mentioned aboveLender or any other Person, or by any court, in any such proceeding; (viih) any claim that such Lessee has or might have against any Person, including including, without limitation the limitation, Lessor as Trustee or Lessor, Administrative Agent or any Lender; (viiii) other than Lessor's obligations under Section 3.5 of this Lease and Section 6.1(b) of the Participation Agreement, any failure on the part of the Lessor as Trustee or Lessor, to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the transactions contemplated by the Operative Documents; (ixj) any invalidity or unenforceability or disaffirmance against or by Lessee of this Operating Lease or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or ; (k) the impossibility of performance by such Lessee or otherwiseLessor, or both; (xl) any insurance premiums payable action by such Lessee with respect to the Vehiclesany court, administrative agency or other Governmental Authority; or (xim) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in Articles V or not foreseen or foreseeable. This Operating X of this Lease, this Lease shall be noncancelable noncancellable by Lessee for any Lessee andreason whatsoever, except as expressly provided herein, each and Lessee, to the extent permitted by lawApplicable Laws and Gaming Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution diminution, abatement or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin Articles V or X of this Lease, each Lessee shall shall, unless prohibited by Applicable Laws, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. All covenants and agreements Each payment of each Rent made by Lessee in this Operating Lease hereunder shall be performed at final and, absent manifest error in the determination of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Administrative Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance and management of the Equipment, and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or any sublessee of Lessee on any account or for any reason whatsoever other than by reason of Lessor's willful misconduct or gross negligence or breach of any of its cost, expense and risk unless expressly otherwise statedobligations under any Operative Document.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease and Xxxxxx’s obligations hereunder to pay Rent shall be absolute and unconditional under any and all circumstances. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection herewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Leased Property or any part thereof, or the failure of the Leased Property or any part thereof to comply with all Applicable Laws, including any inability to use the Leased Property or any part thereof by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of, Release from, or other environmental condition with respect to, scrapping or destruction of or any requisition or taking of the Vehicles Leased Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Property or any part thereof; (iv) any defect in title to or rights to the Leased Property or any part thereof or any Lien on such title to or rights or on the Vehicles Leased Property or any part thereofthereof (provided, that the foregoing shall not relieve any Person from its responsibility to remove Lessor Liens attributable to it); (v) any 3/6/19, 9:29 AMExhibit Page 20 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm 3/6/19, 9:29 AMExhibit Page 21 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by Lessor, the LessorAdministrative Agent or any Participant; (vi) to the fullest extent permitted by Applicable Laws, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Guarantor, Lessee, Lessor, the Lessor Administrative Agent, any Participant or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of Guarantor, Lessee, Lessor, the Administrative Agent, any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (vii) any claim that such Lessee has or might have against any Person, including without limitation any Participant, vendor, manufacturer, contractor of or for the LessorLeased Property or any part thereof, including the General Contractor; (viii) any failure on the part of Lessor, the Lessor Administrative Agent or any Participant to perform or comply with any of the terms hereof of this Lease or any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Lease against or by Lessee or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesXxxxxx, Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, prevention or curtailment of or interference with the Construction or use of the Leased Property or any part thereof; (xiii) the failure of Guarantor, Lessee or any of their respective Affiliates to achieve any accounting or tax benefits; or (xiv) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Lessee’s agreement in the preceding sentence shall not affect any claim, action or not foreseen or foreseeableright Lessee may have against any Person. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Operative Documents and the obligations of Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedLease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any --------- present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Law, including any inability to occupy or use the Leased Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles Leased Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Property or any part thereof, including eviction; (iv) any defect in title to or rights to the Leased Property or any Lien on such title to or rights or on the Vehicles or any part thereofLeased Property (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or the Lessorby Lessor or any Certificate Purchaser; (vi) to the maximum extent permitted by law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like case or proceeding relating to such Lessee, the Lessor Lessor, any Certificate Purchaser or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of Lessee, Lessor, any Person mentioned aboveCertificate Purchaser or any other Person, or by any court, in any such proceeding; (vii) any claim that such Lessee has or might have against any Person, including without limitation Lessor, any vendor, manufacturer, contractor of or for the LessorLeased Property or any Certificate Purchaser; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof of this Lease, of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability invalidity, unenforceability, illegality or disaffirmance of this Operating Lease or any other Operative Document or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernment Authority; (xii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased Property or any part thereof, including, without limitation, with regard to the Financed Improvements; or (xiii) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessor or any Certificate Purchaser hereunder or under any other Operative Documents and the obligations of Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedLease.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Master Facility Lease (as originally executed and as modified, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALsupplemented and amended from time to time) is a net lease and the Lessee hereby acknowledges and agrees that the Lessee’s obligation to pay all Rent hereunder, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities the right of the Lessees hereunder Lessors in and to such Rent, shall in no way be releasedabsolute, discharged or otherwise unconditional and irrevocable and shall not be affected (except as may be expressly provided in this Operating Leaseby any circumstances of any character, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee may have against any of the Lessors, any vendor or manufacturer of any equipment or assets included in the Transferred Property, any Capital Improvement, or any other Person for any reason whatsoever, (ii) any defect in or failure of the conditiontitle, merchantability, quality condition, design, compliance with specifications, operation or fitness for use of the Vehicles all or any part thereof; of the Transferred Property or any Capital Improvement, (iiiii) any damage to, or removal, abandonment, shutdown, salvage, scrapping, requisition, taking, condemnation, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereof; of the Transferred Property, any Capital Improvement, or any interference, interruption or cessation in the use or possession thereof or of the Transferred Property by the Lessee or by any other for any reason whatsoever or of whatever duration, (iiiiv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; (iv) any defect in of the Transferred Property, or any Lien on title to the Vehicles or any part thereof; Capital Improvement, (v) any changeinsolvency, waiverbankruptcy, extensionreorganization or similar proceeding by or against the Lessee, indulgence the Lessors, or any other action or omission in respect of any obligation or liability of a Lessee or the Lessor; Person, (vi) the invalidity, illegality or unenforceability of this Master Facility Lease or any bankruptcyother instrument referred to herein or any other infirmity herein or therein or any lack of right, insolvencypower or authority of the Lessors, reorganizationthe Lessee or any other Person to enter into this Master Facility Lease or any other instrument referred to herein or to perform the obligations thereunder or the transactions contemplated thereby or any doctrine of force majeure, compositionimpossibility, adjustmentfrustration, dissolutionfailure of consideration, liquidation or other like proceeding relating any similar legal or equitable doctrine that the Lessee’s obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which the Lessee bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that the Lessee does not receive such Lesseebenefit, (vii) the breach or failure of any warranty or representation made in this Master Facility Lease or any instrument referred to herein by the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part amendment or other change of, or any assignment of the Lessor rights under this Master Facility Lease or any instrument referred to perform herein, or comply with any waiver, action or inaction under or in respect of the terms hereof this Master Facility Lease or any instrument referred to herein or any exercise or nonexercise of any right or remedy under this Master Facility Lease or any instrument referred to herein, including, without limitation, the exercise of any foreclosure or other agreement; remedy under this Master Facility Lease, any Capital Improvement, the Transferred Property, or any part thereof or any interest therein, or (ix) any invalidity other circumstance or unenforceability happening whatsoever whether or disaffirmance of this Operating Lease or any provision hereof or not similar to any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or foregoing. The Lessee acknowledges that by such Lessee or otherwise; (x) any insurance premiums payable conveying the leasehold estate created by such Lessee with respect this Master Facility Lease to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to Lessee and by putting the foregoing, whether or not such Lessee shall have notice or knowledge of any in possession of the foregoing Transferred Property the Lessors have performed all of the Lessors’ obligations under and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee andin respect of this Master Facility Lease, except as expressly provided herein, each Lesseethe covenant contained in Section 6(a). The Lessee hereby waives, to the extent permitted by lawApplicable Law, waives any and all rights rights, which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Operating Lease, Master Facility Lease or to effect or claim any diminution or reduction of Rent payable by the Lessee hereunder, except in accordance with the express terms hereof. All payments Each payment of Rent made by a the Lessee made hereunder shall be final (except to and the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall not seek or have any right to recover any such payment all or any part thereof of such payment from the Lessors or any other Person for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants covenants, agreements and agreements undertakings of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Without limiting the generality of this Section 4, the Lessee will reimburse the Lessors for any insurance and property taxes that may be paid by the Lessors with respect to the Transferred Property and for any expenses, including attorney fees, incurred by the Lessors in challenging the imposition of any such property taxes. Nothing in this Section 4 or elsewhere shall be construed as a guaranty by the Lessee of any residual value in the Transferred Property.

Net Lease. THIS THE OPERATING LEASE SHALL BE A NET LEASE, AND EACH LESSEE’S 'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, herein including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease the Lessees herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERand the obligations of Lessee hereunder are absolute and unconditional. The obligations and liabilities Lessee shall pay or cause to be paid all operating expenses arising out of the Lessees use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reasonreason whatsoever, including without limitationlimitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent covenants, agreements and obligations that are separate and independent from any obligations of adjustments provided for herein)Lessor hereunder and shall continue unaffected unless such covenants, absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee agreements and obligations shall seek to recover any such payment have been modified or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay accordance with an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms express provision of this Operating Lease as if it had not Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been terminated in whole or in part. All covenants specifically reviewed and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedsubject to negotiation.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERand the obligations of Lessee hereunder are absolute and unconditional. The obligations and liabilities Lessee shall pay all operating expenses arising out of the Lessees use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reasonreason whatsoever, including without limitationlimitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property (except for any such acquisition of ownership pursuant to and in accordance with the terms of this Lease); (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing. Notwithstanding the foregoing and whether or not foreseen or foreseeable. This Operating provisions, nothing contained in this Section 6.1 shall provide Lessor with any right to payment by Lessee under this Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, prior to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise Completion Date which is contrary to quit, terminate or surrender this Operating Lease, or to any diminution or reduction Lessor's remedies under the Construction Agency Agreement; it being the express intention of Rent payable by the Lessee hereunder. All payments by a Lessee made parties hereto that Lessee's liability hereunder shall be final (except not exceed the liability of the Construction Agent under the Construction Agency Agreement prior to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest errorCompletion Date. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner The parties intend that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise stated.the

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThe lease created pursuant to this Lease shall be a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand Lessee acknowledges and agrees that Lessee's obligation to lease Equipment for the term and at the rent set forth herein shall be absolute and unconditional and shall not be subject to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees hereunder shall in no way be releasedreduction, discharged set-off, defense, counterclaim or otherwise affected recoupment (except as may be expressly provided in this Operating Lease"Abatements") for any reason whatsoever, including, without limitation, Abatements due to any present or future claims of Lessee against Lessor under this Lease or otherwise, against the right manufacturer or seller of a any Item of Equipment, or against any other person or entity for whatever reason. Except as otherwise expressly provided herein, this Lease shall not terminate, nor shall the obligations of Lessee to reject Vehicles pursuant to Section 2.2 be affected, by reason of the Base Lease) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or damage to, any Lien on defect in title to the Vehicles to, or any part thereof; (v) loss or destruction of, the Equipment or any changeItem thereof from whatsoever cause, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, interference with the use thereof by Lessor or any other Personperson or entity, or any action taken with respect to the invalidity or unenforceabihty or lack of due authorization of this Operating Lease by any trustee or receiver lack of any Person mentioned aboveright, power or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part authority of the Lessor to enter into this Lease, or any failure of Lessor to perform any obligation of Lessor or comply with any of the terms hereof Lessee or of any other agreement; (ix) any invalidity person or unenforceability or disaffirmance of entity under this Operating Lease or any provision hereof instrument or any of the other Related Documents with respect to any Series of Notes document executed in connection herewith, or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) for any other occurrence whatsoevercause, whether similar or dissimilar to the foregoingforegoing any present or future law or regulation to the contrary notwithstanding, whether or not such it being the express intention of Lessor and Lessee that all rent payable by Lessee shall have notice or knowledge be, and continue to be, payable in all events unless the obligation to pay the same shall be terminated pursuant to the express provisions of any this Lease. Lessee hereby acknowledges: (A) Lessee has selected all of the foregoing Equipment without Lessor's assistance, (B) Lessor is not, and whether shall in no event be deemed to be, a manufacturer or not foreseen supplier of Equipment, (C) Lessor is acquiring or foreseeable. This Operating Lease shall be noncancelable by any Lessee financing Equipment in connection with this Lease; and, except as expressly provided herein, each Lessee, (D) to the extent permitted by lawavailable, waives all rights now or hereafter conferred by statute or otherwise Lessee has received a copy of the purchase contract(s) relating to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee in this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedEquipment.

Net Lease. THIS OPERATING THE LEASE SHALL BE A NET LEASE, AND EACH THE LESSEE’S 'S --------- OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Leaseherein) for any reason, reason including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien created by the Lessee on title to the Vehicles or any part thereofVehicles; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such the Lessee, the Lessor or any other Person, or any action taken with respect to this Operating the Lease by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Operating the Lease or any provision hereof or any of the other Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such the Lessee or otherwise; (x) any insurance premiums payable by such the Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Operating The Lease shall be noncancelable by any the Lessee and, except as expressly provided herein, each the Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Leaseherein, no the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating the Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each the Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating the Lease as if it had not been terminated in whole or in part. All covenants and agreements of each the Lessee in this Operating Lease herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Lease shall constitute a net lease, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand Basic Rent and Supplemental Rent shall be paid absolutely net to Lessor, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVERso that this Lease shall yield to Lessor the full amount thereof, without setoff, deduction or reduction. The Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, quality damage to or fitness for use destruction of the Vehicles any Equipment or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles any Equipment or any part thereofthereof or interest therein by condemnation or otherwise; (iii) any restrictionprohibition, limitation, restriction or prevention of Lessee's use, occupancy or curtailment enjoyment of or interference with any use of the Vehicles Equipment or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (iv) any defect in title defect, Lien or any Lien on matter affecting title to the Vehicles or any part thereofEquipment; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of a Lessee or the Lessordefault by Lessor hereunder; (vi) any action for bankruptcy, insolvency, reorganization, compositionliquidation, adjustment, dissolution, liquidation dissolution or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of any Person mentioned above, or by any courtaffecting Lessor; (vii) any claim that such the impossibility or illegality of performance by Lessor, Lessee has or might have against any Person, including without limitation the Lessorboth; (viii) any failure on the part of the Lessor to perform or comply with any of the terms hereof or action of any other agreementGovernmental Authority; (ix) Lessee's acquisition of ownership of all or part of any invalidity item of Equipment (except to the extent this Lease is terminated with respect to such item of Equipment pursuant to the terms of Section 16, 20 or unenforceability 21 hereof); (x) breach of any warranty or disaffirmance of this Operating Lease or any provision hereof or any of the other Related Documents representation with respect to any Series of Notes Equipment or any provision of any thereof, in each case whether against or by such Lessee or otherwiseOperative Agreement; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any defect in the condition, quality or fitness for use of any Equipment or any part thereof; or (xii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeableforegoing. This Operating Lease shall be noncancelable by any The parties intend that the obligations of Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessee Lessor hereunder and shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease. Nothing contained in this Operating Lease Section 6.1 shall be performed at its cost, expense and risk unless expressly otherwise stateddeemed to preclude the filing of an independent claim by Lessee for the breach by Lessor of any covenant or agreement contained herein.

Net Lease. THIS OPERATING LEASE SHALL BE A NET LEASEThis Master Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthis Master Lease shall not terminate, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The nor shall the Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of the Lessees Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 herein permitted and by performance of the Base Leaseobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Property or any part thereof, or the failure of any Property to comply with all Requirements of Law, including any inability to occupy or use any Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles any Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Vehicles any Property or any part thereofthereof including eviction; (iv) any defect in title of or rights to any Property or any Lien on such title to the Vehicles or rights or on any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the LessorAdministrative Agent, the Lessor Trust, the Agent Certificate Holder or any Participant; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such the Lessee, any Guarantor, the Administrative Agent, the Lessor Trust, any Participant or any other Person, or any action taken with respect to this Operating Master Lease by any trustee or receiver of the Lessee, any Person mentioned aboveGuarantor, the Administrative Agent, the Lessor Trust, the Agent Certificate Holder, any Participant or any other Person, or by any courtcourt in any such proceeding; (vii) any claim that such the Lessee or any Guarantor has or might have against any Person, including without limitation the LessorAdministrative Agent, the Lessor Trust, the Agent Certificate Holder, any Participant, or any vendor, manufacturer, contractor of or for any Property; (viii) any failure on the part of the Lessor Trust, the Agent Certificate Holder or any other Certificate Holder to perform or comply with any of the terms hereof of this Master Lease (other than performance by the Lessor Trust, the Agent Certificate Holder or the Certificate Holders of their obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Operating Master Lease against or by the Lessee or any Guarantor or any provision hereof or any of the other Related Operative Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) the impossibility or illegality of performance by the Lessee, any insurance premiums payable by such Lessee with respect to Guarantor, the VehiclesLessor Trust, the Agent Certificate Holder, the Certificate Holders or all of them; or (xi) any action by any court, administrative agency or other occurrence whatsoever, Governmental Authority; or (xii) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. The Lessee's agreement in the preceding sentence shall not affect any claim, action or not foreseen or foreseeable. This Operating Lease shall be noncancelable by any Lessee and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution or reduction of Rent payable by right the Lessee hereundermay have against the Lessor Trust, the Agent Certificate Holder, the Certificate Holders or any other Participants. All payments by a The parties intend that the obligations of the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to each Rent payment at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor Trust, the Agent Certificate Holder or the Certificate Holders hereunder or under any other Operative Documents, and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Operating Lease shall be performed at its cost, expense and risk unless expressly otherwise statedMaster Lease.