Common use of Triple Net Lease Clause in Contracts

Triple Net Lease. The Rent shall be absolutely net to Lessor so that this Lease shall yield to Lessor the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Lease and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Lessee shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Lessee’s obligation to pay all such amounts, throughout the Term is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Lessee and Lessor hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Property or any part thereof; or the failure of the Personal Property or Cypress Premises to comply with all Applicable Laws, including any inability to use the Personal Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Property or any part thereof, or any environmental conditions affecting the Personal Property or Lessee’s operations on the Cypress Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Property, or any part thereof, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Property or any Lien on such title or rights to the Cypress Premises or Personal Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Lessee’s rights in the event of any act or omission by Lessor constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunder. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18, the Lease shall be non-cancelable by Lessee for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 of this Lease, under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property and Lessee expressly waives the right to require any such action at the expense of Lessor pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. The Rent shall be absolutely net to Lessor so parties hereto understand, acknowledge and agree that this Lease is an absolute triple net lease. Tenant shall yield to Lessor the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of remain bound by this Lease which expressly provide otherwise. This Lease is a net Lease in accordance with its terms and, except without the consent of Landlord, shall neither take any action to the extent otherwise expressly specified in modify, surrender or terminate this Lease, it is agreed and intended that Rent payable hereunder by Lessee shall nor seek nor be paid without notice, demand, counterclaim, setoff, deduction or defense and without entitled to any abatement, suspensiondeduction, deferment, diminution deferment or reduction and that Lessee’s obligation to pay all such amountsof Rent, throughout or set-off against the Term is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the Rent. The respective obligations of Landlord and liabilities of Lessee and Lessor hereunder Tenant shall in no way not be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Property or any part thereof; or the failure of the Personal Property or Cypress Premises to comply with all Applicable Laws, including any inability to use the Personal Property by reason of such non-compliance; (ba) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or of, any requisition or taking of the Personal Leased Property or any part 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, Tenant's use of the Leased Property, or any portion thereof, or the interference with such use by any environmental conditions affecting the Personal Property person, corporation, partnership or Lessee’s operations on the Cypress Premisesother entity, or by reason of eviction by paramount title; (c) any restriction, prevention claim which Tenant has or curtailment might have against Landlord or by reason of any default or interference with breach of any use of the Cypress Premises, the Personal Propertywarranty by Landlord under this Lease or any other agreement between Landlord and Tenant, or any part thereofto which Landlord and Tenant are parties, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Property or any Lien on such title or rights to the Cypress Premises or Personal Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding up or other like proceedings relating to Lessee affecting Landlord or any other Personassignee or transferee of Landlord, or any action taken with respect to this Lease by any trustee or receiver of Lessee or (e) for any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge of any of the foregoing; providedforegoing other than a discharge of Tenant from any such obligations as a matter of law. Tenant hereby specifically waives all rights, howeverarising from any occurrence whatsoever, that the foregoing shall not apply or be construed to restrict Lessee’s rights in the event of any act or omission by Lessor constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunder. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18, the Lease shall be non-cancelable by Lessee for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee, to the extent may now or hereafter permitted be conferred upon it by Applicable Lawslaw to (i) modify, waives all rights now surrender or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or quit or surrender the Leased Property or any portion thereof, or (ii) entitle Tenant to any diminutionabatement, abatement reduction, suspension or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 of this Lease, under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part deferment of the Personal Property and Lessee expressly waives the right to require any such action at the expense of Lessor pursuant to any lawRent or other sums payable by Tenant hereunder, except as otherwise expressly set forth specifically provided in Sections 6.2 this Lease. The obligations of Landlord and 6.3 Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by 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 of this LeaseLease or by termination of this Lease other than by reason of an Event of Default.

Triple Net Lease. The Rent shall be absolutely net to Lessor Landlord so that this Lease shall yield to Lessor Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Sub-Permit and Lease and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Lessee Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, throughout the Term and all applicable Extension Terms is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Lessee Tenant and Lessor Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Cypress Premises, the Leased Property or any part thereof; or the failure of the Personal Property or Cypress Premises or Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Personal Property Cypress Premises by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Cypress Premises, the Leased Property or any part thereof, or any environmental conditions affecting on the Personal Property Cypress Premises or Lessee’s operations on any property in the vicinity of the Cypress Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under with the operations at Cypress Premises as contemplated by the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee Tenant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including without limitation Lessor Landlord (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee Tenant or any provision hereof; (j) the impossibility of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict LesseeTenant’s rights in the event of any act or omission by Lessor Landlord constituting gross negligence or willful misconduct for which the Lessee Tenant is not insured or required to be insured hereunder. Except as specifically set forth in Section 2.5 Sections 2.4, 2.5, 10.4 and 18 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18this Lease, the this Lease shall be non-cancelable by Lessee Tenant for any reason whatsoever and, except as expressly provided in said Section 2.5 Sections 2.4, 2.5, 10.4 and 18 of the Sub-permitthis Lease, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, LesseeTenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 5.2 and 5.3 of this Lease, under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property Cypress Premises, and Lessee Tenant expressly waives the right to require any such action at the expense of Lessor Landlord pursuant to any law, except as otherwise expressly set forth in Sections 6.2 5.2 and 6.3 5.3 of this Lease.

Triple Net Lease. The Rent shall be absolutely net to Lessor Landlord so that this Lease Agreement shall yield to Lessor Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease Agreement which expressly provide otherwiseotherwise (including, without limitation, those provisions of this Agreement which expressly require Landlord to pay certain sums or take certain specific actions). This Lease Agreement is a net Lease lease and, except to the extent otherwise expressly specified in this LeaseAgreement, it is agreed and intended that Rent payable hereunder by Lessee Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, throughout the Term is absolute and unconditional and except to the extent otherwise expressly specified in this LeaseAgreement, the respective obligations and liabilities of Lessee Tenant and Lessor Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Leased Property or any part thereof; , or the failure of the Personal Leased Property or Cypress Premises to comply with all Applicable LawsLegal Requirements, including any inability to possess or use the Personal Leased Property by reason of such non-compliancenoncompliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Property Leased Property, or any part thereof, or any environmental Environmental conditions affecting to the Personal Leased Property or Lessee’s operations on any property in the Cypress Premisesvicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any PersonPerson (other than a breach of this Agreement by Landlord); (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee Tenant or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including including, without limitation Lessor (other than a monetary default) limitation, Landlord or any vendor, manufacturer, or contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this LeaseAgreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease Agreement by operation of law or otherwise against or by Lessee Tenant or any provision hereof; (j) the impossibility of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Leased Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict LesseeTenant’s rights in the event of any act or omission by Lessor Landlord constituting gross a default by Landlord under this Agreement or the negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunderof Landlord. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback this Agreement, (i) this Agreement referenced in Article 18, the Lease shall be non-cancelable noncancellable by Lessee Tenant for any reason whatsoever andwhatsoever, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee(ii) Tenant, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as otherwise specifically set forth in Sections 6.2 or 6.3 of provided under this LeaseAgreement, (i) under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or 1240818 operation of all or any part of the Personal Property Leased Property, so long as the Leased Property, or any part thereof, is subject to this Agreement, and Lessee (ii) Tenant expressly waives the right to require perform any such action at the expense of Lessor Landlord pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. The Rent shall be absolutely net to Lessor Landlord so that this Lease Agreement shall yield to Lessor Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease Agreement which expressly provide otherwiseotherwise (including, without limitation, Landlord’s obligation to pay income and those other taxes which Landlord is responsible for paying pursuant to Section 3.1.3(a) hereof relative to the Rent it receives hereunder and Landlord’s obligation to fund certain improvements and Capital Expenditures pursuant to Article 5 herein). This Lease Agreement is a net Lease lease and, except to the extent otherwise expressly specified in this LeaseAgreement, it is agreed and intended that Rent payable hereunder by Lessee Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, amounts throughout the Term is absolute and unconditional and and, except to the extent otherwise expressly specified in this LeaseAgreement, the respective obligations and liabilities of Lessee Tenant and Lessor Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including including, without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Property Leased Property, or any part thereof; , or the failure of the Personal Leased Property or Cypress Premises to comply with all Applicable LawsLegal Requirements, including any inability to occupy or use the Personal Leased Property by reason of such non-compliancenoncompliance; (b) any damage to, removal, abandonment, salvage, loss, ExpropriationCondemnation, theft, scrapping or destruction of or any requisition or taking of the Personal Property Leased Property, or any part thereof, or any environmental Environmental conditions affecting on the Personal Leased Property or Lessee’s operations on any property in the Cypress Premisesvicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under the VANOC Agreement)eviction; (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee Tenant or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including including, without limitation Lessor limitation, Landlord (other than a monetary default, which shall be deemed to include any default by Landlord with respect to its obligation to fund certain improvements and Capital Expenditures pursuant to Article 5 herein or its obligation pursuant to the Side Agreement to obtain one or more third-party commercial loans to fund such improvements and Capital Expenditures or to satisfy such loans upon their maturity and prior to delinquency) or any vendor, manufacturer, manufacturer or contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this LeaseAgreement, or of any other agreementagreement (other than, with respect to Landlord, a monetary default, as described above); (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease Agreement by operation of law or otherwise against or by Lessee Tenant or any provision hereof; (j) the impossibility of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Leased Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict LesseeTenant’s rights in the event of any act act, error or omission by Lessor Landlord constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereundermisconduct. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback this Agreement, (A) this Agreement referenced in Article 18, the Lease shall be non-cancelable noncancellable by Lessee Tenant for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee(B) Tenant, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth otherwise provided in Sections 6.2 or 6.3 of this LeaseAgreement, under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property Leased Property, so long as the Leased Property, or any part thereof, is subject to this Agreement, and Lessee Tenant expressly waives the right to require perform any such action at the expense of Lessor Landlord pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. The Rent shall be absolutely net to Lessor Landlord so that this Lease shall yield to Lessor Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Lease and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Lessee Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, throughout the Term and all applicable Extension Terms is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Lessee Tenant and Lessor Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Premises, the Leased Property or any part thereof; or the failure of the Personal Premises or Leased Property or Cypress Premises to comply with all any Applicable Laws, including any inability to occupy or use the Personal Property Premises by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriationcondemnation, theft, scrapping or destruction of or any requisition or taking of the Personal Premises, the Leased Property or any part thereof, or any environmental conditions affecting the Personal Property or Lessee’s operations on the Cypress Premises or any property in the vicinity of the Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee Tenant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including without limitation Lessor Landlord (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee Tenant or any provision hereof; (j) the impossibility of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict LesseeTenant’s rights in the event of any act or omission by Lessor Landlord constituting gross negligence or willful misconduct for which the Lessee Tenant is not insured or required to be insured hereunder. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18this Lease, the this Lease shall be non-cancelable noncancellable by Lessee Tenant for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permitthis Lease, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, LesseeTenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 of this Lease, under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property Premises, and Lessee Tenant expressly waives the right to require any such action at the expense of Lessor Landlord pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. Landlord and Tenant agree that this is a triple net Lease, with Tenant assuming, subject to the limitations of NRS 41.0305 to NRS 41.039, inclusive, all costs, expenses, and liabilities arising out of or related to the acquisition, ownership, or use of the Premises, including without limitation (a) all responsibilities for costs incurred by Landlord in acquiring ownership of the Premises from SNU, including but not limited to title, applicable property taxes and assessments (if any), legal expenses incurred by Landlord, transfer tax, and expenses incurred in due diligence prior to acquisition by Landlord (collectively, the “Costs of Acquisition”), (b) maintenance and repairs, including without limitation those necessary to bring and keep the Premises in compliance with all applicable laws, rules and regulations, (c) taxes (to the extent applicable), (d) insurance, (e) utilities, (f) assessments, (g) all costs and expenses of remediations and repairs as a result of any violation of Environmental Laws related to the Premises, whenever occurring, (h) other services or expenses, and (i) incidents of ownership of the Premises which accrued in Landlord’s acquisition of the Premises or during the Term. The Rent shall rent payments are to be absolutely net to Lessor so that this Lease Landlord. Tenant shall yield timely pay all amounts due and payable for all incidents of acquisition and ownership by Landlord directly to Lessor the full amount of appropriate payee if outstanding (excluding reasonable legal expenses, which will be reimbursed only), or to Landlord if Landlord advanced such expense. Landlord shall not be responsible for collecting or making such payments. Notwithstanding the installments or amounts of the Rent throughout the Termforegoing, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Lease and, except to the extent otherwise expressly specified that Tenant fails to make any payment when due for real property taxes (to the extent applicable), assessments, insurance, utilities, or other items necessary to prevent tangible and imminent loss to Landlord, Landlord reserves the right, in this Leaseits sole discretion, it is agreed and intended that Rent payable hereunder by Lessee shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Lessee’s obligation to pay all arrange for direct payment of such amounts, throughout and Tenant shall immediately reimburse Landlord for any such payments upon written demand. Landlord’s exercise of such right shall not be deemed to have cured Tenant’s rights or to impose any obligation or responsibility on Landlord to continue making such payments or make any other payments on Tenant’s behalf, and Landlord reserves the Term is absolute and unconditional and except right to exercise all other remedies in such event. In no event shall Tenant’s payment of any amounts for maintenance, repairs, taxes (to the extent otherwise expressly specified in this Leaseapplicable), the respective obligations and liabilities insurance, utilities, assessments, or other services, expenses or incidents of Lessee and Lessor hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use ownership of the Personal Property or any part thereof; or Premises be construed to be Rent (as defined in Section 3.2 below). If the failure of the Personal Property or Cypress Premises to comply with all Applicable Laws, including any inability to use the Personal Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Property or any part thereof, or any environmental conditions affecting the Personal Property or Lessee’s operations on the Cypress Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Property, or any part thereof, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Property or any Lien on such title or rights to the Cypress Premises or Personal Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including without limitation Lessor (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge payment of any of the foregoing; providedcosts, howeverexpenses, that the foregoing shall not apply or be construed to restrict Lessee’s rights in the event of any act or omission by Lessor constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunder. Except as specifically and liabilities set forth in Section 2.5 of this paragraph are subject to the Sub-permit incorporated by reference into Section 2.3 hereof and as sovereign immunity limitations set forth in the Buyback Agreement referenced NRS Chapter 41 or indemnification limitations in Article 18NRS Chapter 333, the Lease shall be non-cancelable by Lessee for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 of this Lease, under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property and Lessee expressly waives the right to require any such action at the expense of Lessor pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. The No Counterclaim, Abatement, etc. All Rent shall be paid absolutely net to Lessor Landlord, so that this Lease shall yield to Lessor Landlord the full amount of the installments or amounts of the all Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Lease and, except to the extent and (unless otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Lessee provided herein) shall be paid without notice, demand, assertion of any counterclaim, setoff, deduction or defense and and, except as otherwise expressly provided herein, without abatement, suspension, deferment, diminution or reduction and that Lessee’s reduction. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever, including without limitation, any regular or special assessments levied against the Property, or be under any obligation to pay all such amountsor liability hereunder, throughout the Term is absolute and unconditional and except to the extent as herein expressly set forth. Landlord shall have no responsibility for any costs of repair, maintenance or replacement whatsoever. Except as otherwise expressly specified provided herein, this Lease shall continue in this Leasefull force and effect, and the respective obligations and liabilities of Lessee and Lessor Tenant hereunder shall in no way not be released, discharged or otherwise affected for any reasonaffected, including without limitationby reason of: (a) any defect in the condition, merchantability, design, quality damage to or fitness for use destruction of the Personal Property Leased Premises or Improvements or any part thereof or any Taking of the Leased Premises or the Improvements or any part thereof; or the failure of the Personal Property or Cypress Premises to comply with all Applicable Laws, including any inability to use the Personal Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping restriction or destruction of or any requisition or taking of the Personal Property or any part thereof, or any environmental conditions affecting the Personal Property or Lessee’s operations on the Cypress Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, Leased Premises or the Personal Property, Improvements or any part thereof, thereof which materially interferes with Tenant’s possession or use of the Leased Premises (including any interference under the VANOC Agreementother than a breach of Landlord’s covenant of quiet enjoyment set forth at Section 3.3); (d) any defect in title to or rights to the Cypress Premises or Personal Property or any Lien on such title or rights to the Cypress Premises or Personal Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (fc) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to Lessee or any other PersonLandlord, or any action taken with respect to this Lease by any trustee or receiver of Lessee Landlord with respect to this Lease by any trustee or any other Personreceiver of Landlord, or by any court, in any such proceeding; (gd) any right or claim that Lessee which Tenant has or might have against any Person, including without limitation Lessor Landlord; or (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Property; (he) any failure on the part of Lessor or any other Person Landlord to perform or comply with any of the terms of this Lease, hereof or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Lessee’s rights in the event of any act or omission by Lessor constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunderagreement with Tenant. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18, the Lease shall be non-cancelable by Lessee for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 of this Lease, under no circumstances or conditions the obligations of Tenant shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property separate and Lessee expressly waives the right to require any such action at the expense of Lessor pursuant to any law, except as otherwise expressly set forth in Sections 6.2 independent covenants and 6.3 of this Leaseagreements.

Triple Net Lease. The Rent shall be absolutely net to Lessor Landlord so that this Lease Agreement shall yield to Lessor Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease Agreement which expressly provide otherwiseotherwise (including, without limitation, those provisions of this Agreement which expressly require Landlord to pay certain sums or take certain specific actions). This Lease Agreement is a net Lease lease and, except to the extent otherwise expressly specified in this LeaseAgreement, it is agreed and intended that Rent payable hereunder by Lessee Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, throughout the Term is absolute and unconditional and except to the extent otherwise expressly specified in this LeaseAgreement, the respective obligations and liabilities of Lessee Tenant and Lessor Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Leased Property or any part thereof; , or the failure of the Personal Leased Property or Cypress Premises to comply with all Applicable LawsLegal Requirements, including any inability to occupy or use the Personal Leased Property by reason of such non-compliancenoncompliance; (b) any damage to, removal, abandonment, salvage, loss, ExpropriationCondemnation, theft, scrapping or destruction of or any requisition or taking of the Personal Property Leased Property, or any part thereof, or any environmental Environmental conditions affecting on the Personal Leased Property or Lessee’s operations on any property in the Cypress Premisesvicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under the VANOC Agreement)eviction; (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any PersonPerson (other than a breach of this Agreement by Landlord); (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee Tenant or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including including, without limitation Lessor (other than a monetary default) limitation, Landlord or any vendor, manufacturer, or contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this LeaseAgreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease Agreement by operation of law or otherwise against or by Lessee Tenant or any provision hereof; (j) the impossibility of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Leased Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict LesseeTenant’s rights in the event of any act or omission by Lessor Landlord constituting gross a default by Landlord under this Agreement or the negligence or willful misconduct for which the Lessee is not insured or required to be insured hereunderof Landlord. 1240817 Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback this Agreement, (i) this Agreement referenced in Article 18, the Lease shall be non-cancelable noncancellable by Lessee Tenant for any reason whatsoever andwhatsoever, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, Lessee(ii) Tenant, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as otherwise specifically set forth in Sections 6.2 or 6.3 of provided under this LeaseAgreement, (i) under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property Leased Property, so long as the Leased Property, or any part thereof, is subject to this Agreement, and Lessee (ii) Tenant expressly waives the right to require perform any such action at the expense of Lessor Landlord pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. The Rent shall be absolutely net to Lessor so that this Lease Agreement shall yield to Lessor the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease Agreement which expressly provide otherwise. This Lease Agreement is a net Lease lease and, except to the extent otherwise expressly specified in this LeaseAgreement, it is agreed and intended that Rent payable hereunder by Lessee shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Lessee’s obligation to pay all such amounts, amounts throughout the Term is absolute and unconditional and and, except to the extent otherwise expressly specified in this LeaseAgreement, the respective obligations and liabilities of Lessee and Lessor hereunder shall in no way be released, discharged or otherwise affected for any reason, including including, without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Property Leased Property, or any part thereof; , or the failure of the Personal Leased Property or Cypress Premises to comply with all Applicable LawsLegal Requirements, including any inability to occupy or use the Personal Leased Property by reason of such non-compliancenoncompliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Property Leased Property, or any part thereof, or any environmental Environmental conditions affecting on the Personal Leased Property or Lessee’s operations on any property in the Cypress Premisesvicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of Lessee or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee has or might have against any Person, including including, without limitation limitation, Lessor (other than a monetary default) or any vendor, manufacturer, manufacturer or contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor or any other Person to perform or comply with any of the terms of this LeaseAgreement, or of any other agreementagreement (other than, with respect to Lessor, a monetary default, as described above); (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease Agreement by operation of law or otherwise against or by Lessee or any provision hereof; (j) the impossibility of performance by Lessee or Lessor, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Leased Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Lessee’s rights in the event of any act act, error or omission by Lessor constituting gross negligence or willful misconduct for which the Lessee is not insured or required to be insured hereundermisconduct. Except as specifically set forth in Section 2.5 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback this Agreement, (A) this Agreement referenced in Article 18, the Lease shall be non-cancelable noncancellable by Lessee for any reason whatsoever and, except as expressly provided in said Section 2.5 of the Sub-permit, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, (B) Lessee, to the extent now or hereafter permitted by Applicable LawsLegal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth otherwise provided in Sections 6.2 or 6.3 of this LeaseAgreement, under no circumstances or conditions shall Lessor be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property Leased Property, so long as the Leased Property, or any part thereof, is subject to this Agreement, and Lessee expressly waives the right to require perform any such action at the expense of Lessor pursuant to any law, except as otherwise expressly set forth in Sections 6.2 and 6.3 of this Lease.

Triple Net Lease. The Rent shall be absolutely net to Lessor Landlord so that this Lease shall yield to Lessor Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise. This Lease is a net Lease sub-permit and lease and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Lessee Tenant shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that LesseeTenant’s obligation to pay all such amounts, throughout the Term and all applicable Extension Terms is absolute and unconditional and except to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Lessee Tenant and Lessor Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Personal Cypress Premises, the Leased Property or any part thereof; or the failure of the Personal Property or Cypress Premises or Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Personal Property Cypress Premises by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, Expropriation, theft, scrapping or destruction of or any requisition or taking of the Personal Cypress Premises, the Leased Property or any part thereof, or any environmental conditions affecting on the Personal Property Cypress Premises or Lessee’s operations on any property in the vicinity of the Cypress Premises; (c) any restriction, prevention or curtailment of or interference with any use of the Cypress Premises, the Personal Leased Property, or any part thereof, (including any interference under with the operations at Cypress Premises as contemplated by the VANOC Agreement); (d) any defect in title to or rights to the Cypress Premises or Personal Leased Property or any Lien on such title or rights to the Cypress Premises or Personal Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee Tenant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee Tenant or any other Person, or by any court, in any such proceeding; (g) any right or claim that Lessee Tenant has or might have against any Person, including without limitation Lessor Landlord (other than a monetary default) or any vendor, manufacturer, contractor of or for the Cypress Premises or the Personal Leased Property; (h) any failure on the part of Lessor Landlord or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Lease by operation of law or otherwise against or by Lessee Tenant or any provision hereof; (j) the impossibility of performance by Lessee Tenant or LessorLandlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Cypress Premises or the Personal Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Lessee Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict LesseeTenant’s rights in the event of any act or omission by Lessor Landlord constituting gross negligence or willful misconduct for which the Lessee Tenant is not insured or required to be insured hereunder. Except as specifically set forth in Section 2.5 Sections 2.4, 2.5, 10.4 and 18 of the Sub-permit incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement referenced in Article 18this Lease, the this Lease shall be non-cancelable by Lessee Tenant for any reason whatsoever and, except as expressly provided in said Section 2.5 Sections 2.4, 2.5, 10.4 and 18 of the Sub-permitthis Lease, incorporated by reference into Section 2.3 hereof and as set forth in the Buyback Agreement, LesseeTenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in Sections 6.2 or 6.3 5.2 and 5.3 of this Lease, under no circumstances or conditions shall Lessor Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Personal Property Cypress Premises, and Lessee Tenant expressly waives the right to require any such action at the expense of Lessor Landlord pursuant to any law, except as otherwise expressly set forth in Sections 6.2 5.2 and 6.3 5.3 of this Lease.