Common use of Rental Payments to be Unconditional Clause in Contracts

Rental Payments to be Unconditional. (a) Except as expressly provided herein, including (1) as to all Lessors, as provided in Section 5.05, and (2) as to Master Lessor only, as provided in Sections 5.05 and 1.06: (i) the obligation of each Lessee to pay the Rental Payments under each Lease to which it is a party and to perform and observe the other covenants and agreements contained therein shall be absolute and unconditional, (ii) Lessee shall not be entitled to any abatement or reduction of rent or any setoff against Rental Payments, whether arising by reason of any past, present or future claim of any nature by Lessee against Master Lessor or any Lessor except, in the case of Master Lessor only, under a Lease to which such Lessee and Master Lessor are parties as expressly provided herein; and (iii) no Lease shall terminate, nor shall the obligations of Lessor or Lessee be otherwise affected, by (A) any defect in, damage to, loss of possession or use or destruction of the Equipment, however caused, (B) the attachment of any lien, encumbrance, security interest or other right or claim of any third party to the Equipment, (C) any prohibition or restriction of or interference with Lessee’s use of any Equipment by any person or entity, (D) the insolvency of or the commencement by Lessee of any bankruptcy, reorganization or similar proceeding, or (E) any other cause, whether similar or dissimilar to the foregoing except, with respect to Master Lessor only, as expressly provided herein. (b) IT IS THE INTENTION OF THE PARTIES THAT ALL RENT AND OTHER AMOUNTS PAYABLE BY LESSEE UNDER THE LEASE SHALL BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE TIMES HEREIN PROVIDED UNLESS XXXXXX’S OBLIGATIONS IN RESPECT THEREOF HAVE BEEN TERMINATED AS EXPRESSLY PROVIDED HEREIN. Notwithstanding the foregoing, Master Lessor shall be fully liable and responsible to Master Lessee and each Lessee, and any payment to Master Lessor for a Lease in which Master Lessor is Lessor shall be subject to setoff, counterclaim and all other defenses, for Master Lessor’s breach of the terms of such Lease or failure to fulfill the Master Lessor Obligations if Master Lessor has not assigned its right to payment under such Lease to another Lessor as permitted hereunder.

Rental Payments to be Unconditional. No Abatement or Set-off. (a) Except The obligation of the Tenant to make Rent Payments when due with respect to the Leased Property or any other payments required hereunder shall be absolute and unconditional in all events (including, without limitation, failure of the Tenant to possess or have use of the Leased Property or any portion thereof) and the Tenant hereby acknowledges that the terms of this Lease create a valid and binding obligation of the Tenant to make Rent Payments and to pay all other amounts which are required to be paid under the terms of this Lease. (b) Notwithstanding any dispute between the Tenant and the Landlord or any other Person, including, without limitation, the Agent, the Tenant shall make all Rent Payments required hereunder when due and shall not withhold any Rent Payment for any reason whatsoever, nor shall the Tenant assert against the Landlord, the Trustee, the Agent, any LC Issuer, any LC Participant or any other Person any right of set-off, recoupment, deduction, defense or counterclaim against its obligation to make such Rent Payments required under this Lease or claim any abatement, suspension, deferment, diminution or reduction for any reason whatsoever including, without limitation, whether or not the Leased Property is used or occupied by the Tenant or is available for use or occupancy by the Tenant. (c) The Tenant's obligation to make Rent Payments shall not be abated through accident or unforeseen circumstances. No abatement, diminution or reduction in Basic Rent or Supplemental Rent required to be paid by the Tenant pursuant hereto shall be claimed by or allowed to the Tenant for any inconvenience, interruption, cessation, or loss of business caused directly or indirectly, by any present or future Legal Requirements, or by priorities, rationing or curtailment of labor or materials, or by war, civil commotion, strikes or riots, or any manner or thing resulting therefrom, or by any other cause or causes beyond the control of the Landlord, the Tenant, the Agent or any other Person, nor shall this Lease be affected by any such causes. (d) This is an absolutely net lease to the Landlord and it is intended that Tenant shall pay all costs and expenses of every character, whether foreseen or unforeseen, ordinary or extraordinary or structural or nonstructural, in connection with the construction, use, operation, maintenance, repair and reconstruction of the Leased Property by Tenant including, without limitation, the costs and expenses particularly set forth in this Lease. It is the intent of the parties hereto that the Basic Rent payable under this Lease shall be an absolutely net return to the Landlord and that the Tenant shall pay all costs and expenses relating to the Leased Property and the business carried on therein, including any obligations (specifically excluding federal income taxes and state and local taxes imposed upon or measured by net income) imposed upon the Landlord, as owner of the Leased Property unless otherwise expressly provided hereinin this Lease. Any obligation herein relating to the Leased Property which is not expressly declared in this Lease to be that of the Landlord shall be deemed to be an obligation of the Tenant and shall be performed by the Tenant at the Tenant's sole cost and expense and not an obligation or cost and expense of the Landlord, including the Trustee, the Agent, any LC Issuer, any LC Participant or any other Person. (1e) as The Tenant's obligations to all Lessors, as provided in Section 5.05make Rent Payments shall be unconditional and irrevocable, and (2) as to Master Lessor onlyshall be paid strictly in accordance with the terms of this Lease under all circumstances, as provided in Sections 5.05 and 1.06including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Lease, the obligation Letters of each Lessee to pay the Rental Payments under each Lease to which it is a party and to perform and observe the other covenants and agreements contained therein shall be absolute and unconditional,Credit or any Transaction Document; (ii) Lessee shall not be entitled to any abatement amendment, compromise, settlement or reduction waiver of rent or any setoff against Rental Payments, whether arising by reason of any past, present or future claim of any nature by Lessee against Master Lessor consent to departure from all or any Lessor except, in of the case of Master Lessor only, under a Lease to which such Lessee and Master Lessor are parties as expressly provided herein; andTransaction Documents; (iii) no Lease shall terminate, nor shall the obligations of Lessor or Lessee be otherwise affected, by (A) any defect in, damage to, loss of possession or use or destruction of the Equipment, however caused, (B) the attachment existence of any lienclaim, encumbranceset-off, security interest defense or other right which the Landlord may have at any time against the Trustee or claim the Tenant may have against the Landlord, or either may have against any other beneficiary, or any transferee, of the Letters of Credit (or any third party to persons or entities for whom the EquipmentTrustee, (C) any prohibition such beneficiary or restriction of any such transferee may be acting), the Agent, or interference with Lessee’s use of any Equipment by any other person or entity, whether in connection with this Lease, the transactions contemplated herein or in the Transaction Documents, or any unrelated transaction; (Div) any statement or any other document presented under the insolvency Letters of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the LC Issuers under the Letters of Credit against presentation of a draft or certificate which does not comply with the terms of the Letters of Credit; (vi) any failure, omission or delay on the part of the Landlord, the Trustee, the Tenant or the commencement by Lessee of Agent to enforce, assert or exercise any bankruptcyright, reorganization power or similar proceeding, remedy granted under this Lease or any Transaction Document; (Evii) any other causecircumstance or happening whatsoever, whether or not similar or dissimilar to any of the foregoing except, with respect to Master Lessor only, as expressly provided hereinforegoing. (bf) IT IS THE INTENTION OF THE PARTIES THAT ALL RENT AND OTHER AMOUNTS PAYABLE BY LESSEE UNDER THE LEASE SHALL BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE TIMES HEREIN PROVIDED UNLESS XXXXXX’S OBLIGATIONS IN RESPECT THEREOF HAVE BEEN TERMINATED AS EXPRESSLY PROVIDED HEREIN. Notwithstanding [INTENTIONALLY OMITTED] (g) The Landlord shall have the foregoing, Master Lessor rights and remedies for the collection of Supplemental Rent as are available to the Landlord for the collection of the Basic Rent. (h) Nothing in this Section 3.3 shall be fully liable deemed or construed as a waiver by the Tenant of any rights or remedies which it may have against any Person, it being understood and responsible to Master Lessee and each Lessee, and agreed that the Tenant may assert any payment to Master Lessor for a Lease such rights in which Master Lessor is Lessor shall be subject to setoff, counterclaim and all other defenses, for Master Lessor’s breach of the terms of such Lease one or failure to fulfill the Master Lessor Obligations if Master Lessor has not assigned its right to payment under such Lease to another Lessor as permitted hereundermore separate proceedings.

Rental Payments to be Unconditional. NO ABATEMENT OR SET-OFF. (a) Except The obligation of the Tenant to make Rent Payments when due with respect to the Leased Property or any other payments required hereunder shall be absolute and unconditional in all events (including, without limitation, failure of the Tenant to possess or have use of the Leased Property or any portion thereof) and the Tenant hereby acknowledges that the terms of this Lease create a valid and binding obligation of the Tenant to make Rent Payments and to pay all other amounts which are required to be paid under the terms of this Lease. (b) Notwithstanding any dispute between the Tenant and the Landlord or any other Person, including, without limitation, the Agent, the Tenant shall make all Rent Payments required hereunder when due and shall not withhold any Rent Payment for any reason whatsoever, nor shall the Tenant assert against the Landlord, the Trustee, the Agent, any LC Issuer, any LC Participant or any other Person any right of set-off, recoupment, deduction, defense or counterclaim against its obligation to make such Rent Payments required under this Lease or claim any abatement, suspension, deferment, diminution or reduction for any reason whatsoever including, without limitation, whether or not the Leased Property is used or occupied by the Tenant or is available for use or occupancy by the Tenant. (c) The Tenant's obligation to make Rent Payments shall not be abated through accident or unforeseen circumstances. No abatement, diminution or reduction in Basic Rent or Supplemental Rent required to be paid by the Tenant pursuant hereto shall be claimed by or allowed to the Tenant for any inconvenience, interruption, cessation, or loss of business caused directly or indirectly, by any present or future Legal Requirements, or by priorities, rationing or curtailment of labor or materials, or by war, civil commotion, strikes or riots, or any manner or thing resulting therefrom, or by any other cause or causes beyond the control of the Landlord, the Tenant, the Agent or any other Person, nor shall this Lease be affected by any such causes. (d) This is an absolutely net lease to the Landlord and it is intended that Tenant shall pay all costs and expenses of every character, whether foreseen or unforeseen, ordinary or extraordinary or structural or nonstructural, in connection with the construction, use, operation, maintenance, repair and reconstruction of the Leased Property by Tenant including, without limitation, the costs and expenses particularly set forth in this Lease. It is the intent of the parties hereto that the Basic Rent payable under this Lease shall be an absolutely net return to the Landlord and that the Tenant shall pay all costs and expenses relating to the Leased Property and the business carried on therein, including any obligations (specifically excluding federal income taxes and state and local taxes imposed upon or measured by net income) imposed upon the Landlord, as owner of the Leased Property unless otherwise expressly provided hereinin this Lease. Any obligation herein relating to the Leased Property which is not expressly declared in this Lease to be that of the Landlord shall be deemed to be an obligation of the Tenant and shall be -42- 50 performed by the Tenant at the Tenant's sole cost and expense and not an obligation or cost and expense of the Landlord, including the Trustee, the Agent, any LC Issuer, any LC Participant or any other Person. (1e) as The Tenant's obligations to all Lessors, as provided in Section 5.05make Rent Payments shall be unconditional and irrevocable, and (2) as to Master Lessor onlyshall be paid strictly in accordance with the terms of this Lease under all circumstances, as provided in Sections 5.05 and 1.06including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Lease, the obligation Letters of each Lessee to pay the Rental Payments under each Lease to which it is a party and to perform and observe the other covenants and agreements contained therein shall be absolute and unconditional,Credit or any Transaction Document; (ii) Lessee shall not be entitled to any abatement amendment, compromise, settlement or reduction waiver of rent or any setoff against Rental Payments, whether arising by reason of any past, present or future claim of any nature by Lessee against Master Lessor consent to departure from all or any Lessor except, in of the case of Master Lessor only, under a Lease to which such Lessee and Master Lessor are parties as expressly provided herein; andTransaction Documents; (iii) no Lease shall terminate, nor shall the obligations of Lessor or Lessee be otherwise affected, by (A) any defect in, damage to, loss of possession or use or destruction of the Equipment, however caused, (B) the attachment existence of any lienclaim, encumbranceset-off, security interest defense or other right which the Landlord may have at any time against the Trustee or claim the Tenant may have against the Landlord, or either may have against any other beneficiary, or any transferee, of the Letters of Credit (or any third party to persons or entities for whom the EquipmentTrustee, (C) any prohibition such beneficiary or restriction of any such transferee may be acting), the Agent, or interference with Lessee’s use of any Equipment by any other person or entity, whether in connection with this Lease, the transactions contemplated herein or in the Transaction Documents, or any unrelated transaction; (Div) any statement or any other document presented under the insolvency Letters of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the LC Issuers under the Letters of Credit against presentation of a draft or certificate which does not comply with the terms of the Letters of Credit; (vi) any failure, omission or delay on the part of the Landlord, the Trustee, the Tenant or the commencement by Lessee of Agent to enforce, assert or exercise any bankruptcyright, reorganization power or similar proceeding, remedy granted under this Lease or any Transaction Document; (Evii) any other causecircumstance or happening whatsoever, whether or not similar or dissimilar to any of the foregoing except, with respect to Master Lessor only, as expressly provided hereinforegoing. (bf) IT IS THE INTENTION OF THE PARTIES THAT ALL RENT AND OTHER AMOUNTS PAYABLE BY LESSEE UNDER THE LEASE SHALL BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE TIMES HEREIN PROVIDED UNLESS XXXXXX’S OBLIGATIONS IN RESPECT THEREOF HAVE BEEN TERMINATED AS EXPRESSLY PROVIDED HEREIN. Notwithstanding [INTENTIONALLY OMITTED] (g) The Landlord shall have the foregoing, Master Lessor rights and remedies for the collection of Supplemental Rent as are available to the Landlord for the collection of the Basic Rent. (h) Nothing in this Section 3.3 shall be fully liable deemed or construed as a waiver by the Tenant of any rights or remedies which it may have against any Person, it being understood and responsible to Master Lessee and each Lessee, and agreed that the Tenant may assert any payment to Master Lessor for a Lease such rights in which Master Lessor is Lessor shall be subject to setoff, counterclaim and all other defenses, for Master Lessor’s breach of the terms of such Lease one or failure to fulfill the Master Lessor Obligations if Master Lessor has not assigned its right to payment under such Lease to another Lessor as permitted hereundermore separate proceedings.

Rental Payments to be Unconditional. No Abatement or Set-off. (a) Except The obligation of the Tenant to make Rent Payments when due with respect to the Leased Property or any other payments required hereunder shall be absolute and unconditional in all events (including, without limitation, failure of the Tenant to possess or have use of the Leased Property or any portion thereof) and the Tenant hereby acknowledges that the terms of this Lease create a valid and binding obligation of the Tenant to make Rent Payments and to pay all other amounts which are required to be paid under the terms of this Lease. (b) Notwithstanding any dispute between the Tenant and the Landlord or any other Person, including, without limitation, the Agent, the Tenant shall make all Rent Payments required hereunder when due and shall not withhold any Rent Payment for any reason whatsoever, nor shall the Tenant assert against the Landlord, the Trustee, the Agent, any LC Issuer, any LC Participant or any other Person any right of set-off, recoupment, deduction, defense or counterclaim against its obligation to make such Rent Payments required under this Lease or claim any abatement, suspension, deferment, diminution or reduction for any reason whatsoever including, without limitation, whether or not the Leased Property is used or occupied by the Tenant or is available for use or occupancy by the Tenant. (c) The Tenant's obligation to make Rent Payments shall not be abated through accident or unforeseen circumstances. No abatement, diminution or reduction in Basic Rent or Supplemental Rent required to be paid by the Tenant pursuant hereto shall be claimed by or allowed to the Tenant for any inconvenience, interruption, cessation, or loss of business caused directly or indirectly, by any present or future Legal Requirements, or by priorities, rationing or curtailment of labor or materials, or by war, civil commotion, strikes or riots, or any manner or thing resulting therefrom, or by any other cause or causes beyond the control of the Landlord, the Tenant, the Agent or any other Person, nor shall this Lease be affected by any such causes. (d) This is an absolutely net lease to the Landlord and it is intended that Tenant shall pay all costs and expenses of every character, whether foreseen or unforeseen, ordinary or extraordinary or structural or nonstructural, in connection with the construction, use, operation, maintenance, repair and reconstruction of the Leased Property by Tenant including, without limitation, the costs and expenses particularly set forth in this Lease. It is the intent of the parties hereto that the Basic Rent payable under this Lease shall be an absolutely net return to the Landlord and that the Tenant shall pay all costs and expenses relating to the Leased Property and the business carried on therein, including any obligations (specifically excluding federal income taxes and state and local taxes imposed upon or measured by net income) imposed upon the Landlord, as owner of the Leased Property unless otherwise expressly provided hereinin this Lease. Any obligation herein relating to the Leased Property which is not expressly declared in this Lease to be that of the Landlord shall be deemed to be an obligation of the Tenant and shall be performed by the Tenant at the Tenant's sole cost and expense and not an obligation or cost and expense of the Landlord, including the Trustee, the Agent, any LC Issuer, any LC Participant or any other Person. (1e) as The Tenant's obligations to all Lessors, as provided in Section 5.05make Rent Payments shall be unconditional and irrevocable, and (2) as to Master Lessor onlyshall be paid strictly in accordance with the terms of this Lease under all circumstances, as provided in Sections 5.05 and 1.06including, without limitation, the following circumstances: (i) the obligation any lack of each Lessee to pay the Rental Payments under each Lease to which it is a party and to perform and observe the other covenants and agreements contained therein shall be absolute and unconditional, (ii) Lessee shall not be entitled to any abatement validity or reduction enforceability of rent or any setoff against Rental Paymentsthis Lease, whether arising by reason of any past, present or future claim of any nature by Lessee against Master Lessor or any Lessor except, in the case of Master Lessor only, under a Lease to which such Lessee and Master Lessor are parties as expressly provided herein; and (iii) no Lease shall terminate, nor shall the obligations of Lessor or Lessee be otherwise affected, by (A) any defect in, damage to, loss of possession or use or destruction of the Equipment, however caused, (B) the attachment of any lien, encumbrance, security interest or other right or claim of any third party to the Equipment, (C) any prohibition or restriction of or interference with Lessee’s use of any Equipment by any person or entity, (D) the insolvency of or the commencement by Lessee of any bankruptcy, reorganization or similar proceeding, or (E) any other cause, whether similar or dissimilar to the foregoing except, with respect to Master Lessor only, as expressly provided herein. (b) IT IS THE INTENTION OF THE PARTIES THAT ALL RENT AND OTHER AMOUNTS PAYABLE BY LESSEE UNDER THE LEASE SHALL BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE TIMES HEREIN PROVIDED UNLESS XXXXXX’S OBLIGATIONS IN RESPECT THEREOF HAVE BEEN TERMINATED AS EXPRESSLY PROVIDED HEREIN. Notwithstanding the foregoing, Master Lessor shall be fully liable and responsible to Master Lessee and each Lessee, and any payment to Master Lessor for a Lease in which Master Lessor is Lessor shall be subject to setoff, counterclaim and all other defenses, for Master Lessor’s breach of the terms of such Lease or failure to fulfill the Master Lessor Obligations if Master Lessor has not assigned its right to payment under such Lease to another Lessor as permitted hereunder.the