Common use of No Termination or Abatement Clause in Contracts

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, Lessee, to the extent permitted by law, shall remain bound by this Lease in accordance with its terms and shall neither take any action without the written consent of Lessor (which shall not be unreasonably withheld or delayed) to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of the Rent, or setoff against the Rent, nor shall the obligations of Lessee be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person other than Lessor, (c) any claim which Lessee has or might have against Lessor by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor, or (e) for any other cause whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of law. Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, or (2) entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, Lessee, to the extent permitted by law, Lessee shall remain bound by obligated under this Lease in accordance with its terms and shall neither not take any action without the written consent of Lessor (which shall not be unreasonably withheld to terminate, rescind or delayed) to modifyavoid this Lease, surrender or terminate the same, nor seek nor be entitled to notwithstanding any abatement, deduction, deferment or reduction of the Rent, or setoff against the Rent, nor shall the obligations of Lessee be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person other than Lessor, (c) any claim which Lessee has or might have against Lessor by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any action for bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor Lessee or any assignee or transferee of Lessorother Person, or (e) for any action with respect to this Lease or any Operative Agreement which may be taken by any trustee, receiver or liquidator of Lessee or any other cause whether similar Person or dissimilar by any court with respect to Lessee or any of the foregoing other than a discharge of Lessee from any such obligations as a matter of lawPerson. Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, which may now right (a) to terminate or hereafter be conferred upon it by law to (1) modify, surrender or terminate this Lease or quit or surrender (except as permitted under the Leased Property or any portion thereof, terms of the Operative Agreements) or (2b) entitle Lessee to avail itself of any abatement, suspension, deferment, reduction, suspension set-off, counterclaim or deferment of the Rent or other sums payable by defense with respect to any Rent. Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of remain obligated under this Lease or by termination of this Lease other than by reason of an Event of Defaultin accordance with its terms. LESSEE HEREBY WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT (I) TO TERMINATE OR SURRENDER THIS LEASE (EXCEPT AS PROVIDED HEREIN OR IN THE OTHER OPERATIVE AGREEMENTS) OR (II) TO AVAIL ITSELF OF ANY ABATEMENT, SUSPENSION, DEFERMENT, REDUCTION, SET-OFF, COUNTERCLAIM OR DEFENSE WITH RESPECT TO ANY RENT. LESSEE SHALL REMAIN OBLIGATED UNDER THIS LEASE IN ACCORDANCE WITH ITS TERMS AND TO THE EXTENT WAIVABLE UNDER APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE TO MODIFY OR TO AVOID STRICT COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS LEASE. NOTWITHSTANDING ANY SUCH STATUTE OR OTHERWISE, LESSEE SHALL BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LEASE.

No Termination or Abatement. Except as otherwise specifically provided in this LeaseWithout limiting the generality of Section 4.5((a)) hereof, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, LesseeTenant, to the full extent permitted by law, shall remain bound by this Lease in accordance with its terms and in all events unless Landlord shall neither elect to terminate this Lease (other than due to an Event of Default) in accordance with the terms hereof. Tenant shall not take any action without the prior written consent of Lessor (which shall not be unreasonably withheld or delayed) Landlord to modify, surrender or terminate this Lease. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and Rent and all other sums shall continue to be payable by Tenant hereunder in any event unless the sameobligation of Tenant to pay the same terminates pursuant to the express provisions of this Lease by termination of this Lease (other than by reason of an Event of Default). Without limiting the generality of the immediately preceding sentence, nor Tenant shall not seek nor or be entitled to any abatement, deduction, deferment or reduction of the Rent, or setoff against the Rent, nor shall the respective obligations of Lessee Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property all or any portion thereof of the Property from whatever cause or any Taking of the Leased Property all or any portion thereof, of the Property; (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s Tenant's use of the Leased Property, all or any portion thereofof the Property, or the interference with such use or with Tenant's quiet enjoyment of the Property by any Person other than Lessor, person or entity; (c) the eviction of Tenant from the Property or any portion thereof whether by paramount title or otherwise; (d) any claim which Lessee Tenant has or might may have against Lessor Landlord by reason of any default or breach of any warranty by Lessor Landlord under this Lease or any other agreement between Lessor Landlord and Lessee, Tenant or to which Lessor Landlord and Lessee Tenant are parties, ; (de) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor Landlord or any assignee or transferee of Lessor, Landlord; or (ef) for any other cause cause, whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of lawforegoing. Lessee Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which (i) may now or hereafter be conferred upon it by law or otherwise to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property all or any portion thereof, of the Property or (2ii) entitle Lessee Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee Tenant hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, LesseeTenant, to the maximum extent permitted by law, shall remain bound by this Lease in accordance with its terms and shall neither take any action without the written consent of Lessor (which shall not be unreasonably withheld or delayed) Landlord to modify, surrender or terminate the samethis Lease, nor seek seek, nor be entitled to to, any abatement, deduction, deferment or reduction of the RentRents, or setoff set-off against the RentRents, nor shall the respective obligations of Lessee Landlord and Tenant be otherwise affected by reason of (a) any damage to, to or destruction of, any of the Leased Property Premises or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, Condemnation; (b) the lawful lawful, or unlawful prohibition of, or restriction upon, Lessee’s Tenant's use of the Leased PropertyPremises, or any portion thereof, or the interference with such use by any Person other than Lessor, Person; (c) any claim which Lessee has or might that Tenant may have against Lessor Landlord by reason of any default or breach of any warranty by Lessor Landlord under this Lease or any other agreement between Lessor Landlord and LesseeTenant, or to which Lessor Landlord and Lessee Tenant are parties, ; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, readjustment liquidation, dissolution, winding up or other proceedings affecting Lessor Landlord or any assignee or transferee of Lessor, Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing foregoing, other than a discharge of Lessee Tenant from any such obligations as a matter of law; PROVIDED, HOWEVER, that the foregoing shall not apply or be construed to restrict any other rights Tenant may have as a result of any act or omission by Landlord constituting gross negligence or willful misconduct. Lessee Tenant hereby specifically waives all rights, rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law law, to (1i) modify, surrender or terminate this Lease or quit or surrender the Leased Property Premises or any portion thereof, or (2ii) entitle Lessee Tenant to any abatement, reduction, suspension or deferment of the Rent Rents or other sums payable or other obligations to be performed by Lessee Tenant hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee Tenant hereunder shall be separate and independent covenants and agreements agreements, and the Rent Rents and all other sums payable by Lessee Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions provision of this Lease or by termination of Lease. Notwithstanding anything set forth in this Lease other than by reason to the contrary, in any instance where, after the occurrence of a Default or an Event of Default, this Lease expressly permits Landlord to retain funds which, but for the Default or Event of Default, would be payable to Tenant, Landlord shall refund such funds to Tenant to the extent that the amount exceeds the amount estimated by Landlord in good faith to be necessary to compensate Landlord for any cost, loss or damage incurred or reasonably expected to be incurred in connection with such Default or Event of Default.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, LesseeTenant, to the fullest extent permitted by lawlaw and unless specifically provided herein, shall remain bound by this Lease in accordance with its terms and in all events. Except as expressly permitted herein, Tenant shall neither not take any action without the prior written consent of Lessor (which shall not be unreasonably withheld or delayed) Landlord to modify, surrender or terminate this Lease. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and Rent and all other sums shall continue to be payable by Tenant hereunder in any event unless (i) the same, nor obligation of Tenant to pay the same abates or terminates pursuant to the express provisions of this Lease (other than by reason of an Event of Default by Tenant) or (ii) Rent and such other sums abates or is reduced as provided in Section 5.4 or Section 6.2. Without limiting the generality of the immediately preceding sentence Tenant shall not seek nor or be entitled to any abatementabatement or reduction (other than as provided in Section 5.4, Section 6.2 or as otherwise specifically provided by this Lease), deduction, deferment or reduction of the Rent, or setoff set-off against the Rent, nor shall the respective obligations of Lessee Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property all or any portion thereof of the Property from whatever cause or any Taking of the Leased Property all or any portion thereof, of the Property; (b) the lawful or unlawful prohibition of, or restriction upon, LesseeTenant’s use of the Leased Property, all or any portion thereof, of the Property or the interference with such use or with Tenant’s quiet enjoyment of the Property by any Person (other than Lessor, Landlord); (c) the eviction of Tenant from the Property or any portion thereof by any person whose rights or interest arise other than by, through 1845797.11-NYCSR07A - MSW or under Landlord, whether by paramount title or otherwise; (d) any claim which Lessee Tenant has or might may have against Lessor Landlord by reason of any default or breach of any warranty by Lessor Landlord under this Lease or any other agreement between Lessor Landlord and Lessee, Tenant or to which Lessor Landlord and Lessee Tenant are parties, ; (de) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor Landlord or any assignee or transferee of Lessor, Landlord; or (ef) for any other cause cause, whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of lawforegoing. Lessee Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which (i) may now or hereafter be conferred upon it by law or otherwise to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property all or any portion thereof, of the Property or (2ii) entitle Lessee Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee Tenant hereunder, in the case of either (i) or (ii) immediately above, except to the extent expressly provided in Section 5.4, Section 6.2 or as otherwise specifically provided in by this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, LesseeTenant, to the fullest extent permitted by lawlaw and unless specifically provided herein, shall remain bound by this Lease in accordance with its terms and in all events. Tenant shall neither not take any action without the prior written consent of Lessor (which shall not be unreasonably withheld or delayed) Landlord to modify, surrender or terminate this Lease. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and Rent and all other sums shall continue to be payable by Tenant hereunder in any event unless (i) the same, nor obligation of Tenant to pay the same abates or terminates pursuant to the express provisions of this Lease (other than by reason of an Event of Default by Tenant) or (ii) Rent and such other sums xxxxx as provided in Section 6.2. Without limiting the generality of the immediately preceding sentence Tenant shall not seek nor or be entitled to any abatementabatement (other than as provided in Section 6.2 or as otherwise specifically provided by this Lease), deduction, deferment or reduction of the Rent, or setoff set-off against the Rent, nor shall the respective obligations of Lessee Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property all or any portion thereof of the Property from whatever cause or any Taking of the Leased Property all or any portion thereof, of the Property; (b) the lawful or unlawful prohibition of, or restriction upon, LesseeTenant’s use of the Leased Property, all or any portion thereof, of the Property or the interference with such use or with Tenant’s quiet enjoyment of the Property by any Person person or entity; (c) the eviction of Tenant from the Property or any portion thereof by any person whose rights or interest arise other than Lessorby, through or under Landlord, whether by paramount title or otherwise; (cd) any claim which Lessee Tenant has or might may have against Lessor Landlord by reason of any default or breach of any warranty by Lessor Landlord under this Lease or any other agreement between Lessor Landlord and Lessee, Tenant or to which Lessor Landlord and Lessee Tenant are parties, ; (de) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor Landlord or any assignee or transferee of Lessor, Landlord; or (ef) for any other cause cause, whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of lawforegoing. Lessee Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which (i) may now or hereafter be conferred upon it by law or otherwise to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property all or any portion thereof, of the Property or (2ii) entitle Lessee Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, Tenant hereunder except to the extent expressly provided in Section 6.2 or as otherwise specifically provided in by this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.19 05191N:091419:828868:7:NASHVILLE

No Termination or Abatement. Except This Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rental payable hereunder, by reason of damage to or total, substantial or partial destruction of any of the Building or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any reason or cause whatsoever, and Tenant, notwithstanding any law or statute present or future, waives any and all rights to quit or surrender the Premises or any part thereof. Tenant expressly agrees that its obligations hereunder, including, without limitation, the payment of Rental, shall continue as otherwise specifically though the Building had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind. It is the intention of Landlord and Tenant that the foregoing is an “express agreement to the contrary” as provided in Section 227 of the Real Property Law of the State of New York. Nothing in this Section 8.05 shall affect the right of Tenant to institute tax assessment reduction or other actions or proceedings pursuant to Section 4.06 hereof to reduce the assessed valuation of the Premises or any portion thereof. Notwithstanding anything to the contrary contained in this Lease, and except for loss if the estimated cost of any Restoration (whether after a casualty or condemnation) to be performed in the last ten (10) years of the Management Agreement solely by reason Term shall exceed twenty-five percent (25%) of any action or inaction by Lessorthe “full replacement cost” as determined for purposes of Section 7.01(a)(i), LesseeTenant, to the extent permitted by lawat its option, shall remain bound by may cancel this Lease upon ten (10) days’ notice to Landlord. In such event (a) the Term shall end on the date set forth in accordance with its terms such notice as if that were the date set forth herein as and for the Expiration Date and (b) Tenant shall neither take any action without have no obligation to perform such Restoration, provided, however, that, at Landlord’s option, Tenant shall demolish the written consent improvements on the Land. All proceeds of Lessor insurance for such damage or destruction, other than the amount reasonably necessary to demolish the improvements on the Land (which shall not be unreasonably withheld or delayed) paid to modifyTenant), surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of the Rent, or setoff against the Rent, nor shall the obligations of Lessee be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person other than Lessor, (c) any claim which Lessee has or might have against Lessor by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor, or (e) for any other cause whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of law. Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, or (2) entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate paid to Landlord, and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder Tenant shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant Landlord an amount equal to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Defaultdeductibles applicable to the loss under the insurance policies under which such proceeds were received.

No Termination or Abatement. Except as otherwise specifically provided in this LeaseWithout limiting the generality of Section 4.8 hereof, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, LesseeTenant, to the fullest extent permitted by law, shall remain bound by this Lease in accordance with its terms and in all events. Tenant shall neither not take any action without the prior written consent of Lessor (which shall not be unreasonably withheld or delayed) Landlord to modify, surrender or terminate this Lease. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and Rent and all other sums shall continue to be payable by Tenant hereunder in any event unless (i) the same, nor obligation of Tenant to pay the same abates or terminates pursuant to the express provisions of this Lease (other than by reason of an Event of Default by Tenant) or (ii) Rent and such other sums abatx xx provided in Section 6.2. Without limiting the generality of the immediately preceding sentence Tenant shall not seek nor or be entitled to any abatementabatement (other than as provided in Section 6.2 or as otherwise specifically provided by this Lease), deduction, deferment or reduction of the Rent, or setoff set-off against the Rent, nor shall the respective obligations of Lessee Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property all or any portion thereof of the Property from whatever cause or any Taking of the Leased Property all or any portion thereof, of the Property; (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s Tenant's use of the Leased Property, all or any portion thereof, of the Property or the interference with such use or with Tenant's quiet enjoyment of the Property by any Person person or entity; (c) the eviction of Tenant from the Property or any portion thereof by any person whose rights or interest arise other than Lessorby, through or under Landlord, whether by paramount title or otherwise; (cd) any claim which Lessee Tenant has or might may have against Lessor Landlord by reason of any default or breach of any warranty by Lessor Landlord under this Lease or any other agreement between Lessor Landlord and Lessee, Tenant or to which Lessor Landlord and Lessee Tenant are parties, ; (de) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor Landlord or any assignee or transferee of Lessor, Landlord; or (ef) for any other cause cause, whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of lawforegoing. Lessee Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which (i) may now or hereafter be conferred upon it by law or otherwise to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property all or any portion thereof, of the Property or (2ii) entitle Lessee Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, Tenant hereunder except to the extent expressly provided in Section 6.2 or as otherwise specifically provided in by this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, Lessee, to the extent permitted by law, The Lessee shall remain bound by obligated under this Lease in accordance with its terms and shall neither not take any action without the written consent of Lessor to terminate (which shall not be unreasonably withheld or delayed) to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction except as expressly permitted by this Lease and upon performance of the Rentobligations in connection therewith), rescind or setoff against the Rentavoid this Lease, nor shall the obligations of Lessee be otherwise affected by reason of (a) notwithstanding any damage to, or destruction of, any Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person other than Lessor, (c) any claim which Lessee has or might have against Lessor by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any action for bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting the Lessor Trustee or any assignee or transferee of LessorCertificate Holder, or (e) for any other cause whether similar action with respect to this Lease which may be taken by any trustee, receiver or dissimilar to any liquidator of the foregoing other than a discharge of Lessee from Lessor Trustee or any such Certificate Holder or by any court with respect to the Lessor Trustee or any Certificate Holder. The Lessee's obligations as a matter of law. hereunder, including, without limitation, its obligations to pay Periodic Rent for the Equipment and to pay Supplemental Rent, shall be unconditional and irrevocable under any and all circumstances and the Lessee hereby specifically waives waives, to the extent permitted by law, all rights, arising from any occurrence whatsoever, which may now right (a) to terminate or hereafter be conferred upon it by law to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, (except as provided herein) or (2b) entitle Lessee to avail itself of any abatement, suspension, deferment, reduction, suspension setoff, counterclaim or deferment of defense with respect to any Rent. Each Rent payment made pursuant to this Lease by the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements final and the Rent and Lessee shall not seek to recover all other sums payable by Lessee hereunder shall continue to be payable in all events unless or any part of such payment from the obligations to pay the same Lessor Trustee or any Certificate Holder for any reason whatsoever. If for any reason whatsoever this Lease shall be terminated pursuant in whole or in part by operation of law or otherwise except as specifically provided herein or as otherwise agreed, the Lessee nonetheless agrees to pay to the express provisions of Lessor Trustee, or to whomever shall be entitled thereto, an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or by in part. The Lessee's obligation in the immediately preceding sentence shall survive the expiration or termination of this Lease other than in accordance with its terms. The Lessee shall remain obligated under this Lease in accordance with its terms and the Lessee hereby waives, to the extent permitted by reason law, any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, the Lessee shall be bound by all of an Event the terms and conditions of Defaultthis Lease.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, Lessee, to the extent permitted by law, The Lessee shall remain bound by obligated under this Lease in accordance with its terms and shall neither not take any action without the written consent of Lessor (which shall not be unreasonably withheld to terminate, rescind or delayed) to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of the Rent, or setoff against the Rent, nor shall the obligations of Lessee be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person other than Lessor, (c) any claim which Lessee has or might have against Lessor by reason of any default or breach of any warranty by Lessor under avoid this Lease or (except as provided herein), notwithstanding any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any action for bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor or any assignee or transferee of LessorCertificate Holder, or (e) for MW 1997-1 Trust Equipment Lease any other cause whether similar action with respect to this Lease which may be taken by any trustee, receiver or dissimilar liquidator of any Certificate Holder or by any court with respect to any of Certificate Holder. The Lessee's obligations hereunder, including, without limitation, its obligations to pay Periodic Rent for all Equipment leased hereunder and to pay Supplemental Rent payable hereunder, shall be unconditional and irrevocable under any and all circumstances and the foregoing other than a discharge of Lessee from any such obligations as a matter of law. Lessee hereby specifically waives waives, to the extent permitted by law, all rights, arising from any occurrence whatsoever, which may now right (i) to terminate or hereafter be conferred upon it by law to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, (except as provided herein) or (2ii) entitle Lessee to avail itself of any abatement, suspension, deferment, reduction, suspension setoff, counterclaim or deferment of defense with respect to any Rent. Each Rent payment made pursuant to this Lease by the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements final and the Rent and Lessee will not seek to recover all other sums payable by Lessee hereunder shall continue to be payable in all events unless or any part of such payment from the obligations to pay the same Lessor Trustee or any Certificate Holder for any reason whatsoever. If for any reason whatsoever this Lease shall be terminated pursuant in whole or in part by operation of law or otherwise except as specifically provided herein or as otherwise agreed, the Lessee nonetheless agrees to pay to the express provisions of Lessor Trustee, or to whomsoever shall be entitled thereto, an amount equal to each Rent payment at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or by in part. The obligation of the Lessee in the immediately preceding sentence shall survive the expiration or termination of this Lease other than in accordance with its terms. The Lessee shall remain obligated under this Lease in accordance with its terms and the Lessee hereby waives, to the extent permitted by reason law, any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, the Lessee shall be bound by all of an Event of Defaultthe terms and conditions contained in this Lease.

No Termination or Abatement. Except as otherwise specifically provided in this Lease, and except for loss of the Management Agreement solely by reason of any action or inaction by Lessor, LesseeTenant, to the fullest extent permitted by lawlaw and unless specifically provided herein, shall remain bound by this Lease in accordance with its terms and in all events. Except as expressly permitted herein, Tenant shall neither not take any action without the prior written consent of Lessor (which shall not be unreasonably withheld or delayed) Landlord to modify, surrender or terminate this Lease. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and Rent and all other sums shall continue to be payable by Tenant hereunder in any event unless (i) the sameobligation of Tenant to pay the same abates or terminates pursuant to the express provisions of this Lease (other than by reason of an Event of Default by Tenant) or (ii) Rent and such other sums abates or is reduced as provided in Section 4.5, nor Section 5.4 or Section 6.2. Without limiting the generality of the immediately preceding sentence Tenant shall not seek nor or be entitled to any abatementabatement or reduction (other than as provided in Section 4.5, Section 5.4, Section 6.2 or as otherwise specifically provided by this Lease), deduction, deferment or reduction of the Rent, or setoff set-off against the Rent, nor shall the respective obligations of Lessee Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property all or any portion thereof of the Property from whatever cause or any Taking of the Leased Property all or any portion thereof, of the Property; (b) the lawful or unlawful prohibition of, or restriction upon, LesseeTenant’s use of the Leased Property, all or any portion thereof, of the Property or the interference with such use or with Tenant’s quiet enjoyment of the Property by any Person (other than Lessor, Landlord); (c) the eviction of Tenant from the Property or any portion thereof by any person whose rights or interest arise other than by, through or under Landlord, whether by paramount title or otherwise; (d) any claim which Lessee Tenant has or might may have against Lessor Landlord by reason of any default or breach of any warranty by Lessor Landlord under this Lease or any other agreement between Lessor Landlord and Lessee, Tenant or to which Lessor Landlord and Lessee Tenant are parties, ; (de) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings proceeding affecting Lessor Landlord or any assignee or transferee of Lessor, Landlord; or (ef) for any other cause cause, whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of lawforegoing. Lessee Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which (i) may now or hereafter be conferred upon it by law or otherwise to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property all or any portion thereof, of the Property or (2ii) entitle Lessee Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee Tenant hereunder, in the case of either (i) or (ii) immediately above, except to the extent expressly provided in Section 4.5, Section 5.4, Section 6.2 or as otherwise specifically provided in by this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.