Common use of Net Lease Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEa) It is expressly understood and agreed by and between the parties that this Lease is a triple net lease, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTand the Basic Rent and all other sums payable hereunder to or on behalf of Lessor shall be paid without notice or demand and without setoff, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALcounterclaim, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTabatement, SETOFFsuspension, COUNTERCLAIMdeduction or defense. b) Except as otherwise expressly provided in the Lease, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The this Lease shall not terminate, nor shall Lessee have any right to terminate this Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by reason of any damage to or destruction of all or any part of the Premises from whatever cause, the taking of the Premises or any portion thereof by condemnation or otherwise, the prohibition, limitation or restriction of Lessee's use of the Premises, or interference with such use by any private person or corporation, or by reason of any eviction by paramount title or otherwise, or Lessee's acquisition of ownership of the Premises otherwise than pursuant to an express provision of this Lease, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the rent and liabilities all other charges payable hereunder to or on behalf of each Lessor shall continue to be payable in all events and the obligations of Lessee hereunder shall in no way continue unaffected, unless the requirement to pay or perform the same shall be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles terminated pursuant to an express provision of this Lease. Nothing contained in this Section 2.2 hereof) for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect 5.01 shall be deemed a waiver by Lessee of any obligation rights that it may have to bring a separate action with respect to any default by Lessor hereunder or liability of such under any other agreement. c) Lessee covenants and agrees that it will remain obligated under this Lease in accordance with its terms, and that Lessee will not take any action to terminate, rescind or avoid this Lease, notwithstanding the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceeding relating to such Lessee, the affecting Lessor or any other Person, or assignee of Lessor in any such proceeding and notwithstanding any action taken with respect to this Agreement Lease which may be taken by any trustee or receiver of Lessor or of any Person mentioned above, assignee of Lessor in any such proceeding or by any court; (viicourt in any such proceeding. d) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise law (i) to quit, terminate or surrender this Agreement, Lease or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment Premises or any part thereof for or (ii) to any reason whatsoeverabatement, absent manifest error. If for suspension, deferment or reduction of the rent, or any reason whatsoever this Agreement other sums payable hereunder to or on behalf of Lessor, regardless of whether such rights shall be terminated in whole arise from any present or in part by operation future constitution, statute or rule of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedlaw.

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

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

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE8.2.1 All amounts payable by the Lessee under this Agreement shall be paid in full in immediately available U.S. Dollars, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTwithout any set-off, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERcounterclaim or any deduction or withholding. The obligations This Agreement is a net lease and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may otherwise contemplated herein L▇▇▇▇▇’s obligation to pay Rent, Maintenance Reserves and make other payments in accordance with this Agreement is absolute and unconditional under any and all circumstances and no amount expressed to be expressly provided herein includingpayable by Lessee under this Agreement shall cease to be payable or be suspended or the amount thereof be reduced by reason of any circumstance whatsoever, without limitation, including the following: (a) any right of each setoff, counterclaim, recoupment, defence or other right (including any right of reimbursement) which Lessee to reject Vehicles pursuant to Section 2.2 hereofmay have against Lessor, any other Lessor Indemnitee, a prior lessee, any Manufacturer or any other Person for any reason; (b) unavailability or interruption in use of the Aircraft for any reason, including without limitation: a requisition thereof or any prohibition or interference with or other restriction against Lessee’s use, operation or possession of the Aircraft (iwhether by Law or otherwise) (other than due to a breach by Lessor or anybody lawfully claiming through Lessor of Clause 13.7 (Quiet Enjoyment)), any defect (whether discoverable or not) in the conditionairworthiness, merchantability, quality or fitness for use any purpose, condition, design, specification or operation of any kind or nature of the Vehicles or any part thereof; (ii) any damage toAircraft, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking the ineligibility of the Vehicles Aircraft for any particular use or trade or for registration under the Laws of any part thereof; (iii) any restriction, prevention jurisdiction or curtailment of or interference with any use a Total Loss of the Vehicles or any part thereof; Aircraft (ivuntil such time when Lessee is in full compliance with the requirements of Clause 20.3 (Total Loss of Aircraft) any defect in or any Lien on title to the Vehicles or any part thereof; hereof); (vc) any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentreadjustment of debt, dissolution, liquidation liquidation, receivership, administration or other like proceeding relating to such similar proceedings by or against Lessor, Owner, Financier, Lessee, the Lessor a prior lessee, any Manufacturer or any other Person, ; (d) invalidity or any action taken with respect to unenforceability or lack of due authorization of or other defect in this Agreement by any trustee Agreement; (e) failure or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure delay on the part of the Lessee to perform its obligations under this Agreement; or, (f) any other circumstance which but for this provision would or might have the effect of terminating or in any other way affecting any obligation of Lessee hereunder. 8.2.2 Except as provided under Section 16.4.5 of this Agreement, Lessee shall be fully responsible for all costs and expenses associated with the acceptance, lease, use and operation of the Aircraft during the Lease Term, including but not limited to any and all taxes (including withholding taxes, deductions or assessments of any kind and form but excluding any taxes based upon the net or gross income of Lessor and other customary exclusions), fees, duties, maintenance, insurance, import/export clearances, and compliance with all applicable Laws, regulations, and Airworthiness Directives. 8.2.3 L▇▇▇▇▇ expressly acknowledges and agrees that nothing contained in this Clause 8.2 in any way (i) modifies, limits or diminishes any covenant or obligation of Lessor under this Agreement or (ii) in any way restricts any other rights of Lessee to pursue any remedies which it may have (at law or in equity) against Lessor to seek a recovery of any payment of Rent or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or amount which is not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under hereunder or to pursue any rights or remedies it may possess in the terms event of this Agreement as if it had not been terminated in whole or in part. All a failure by Lessor to perform its covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedobligations under this Agreement.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASENo Setoff, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTetc. This Lease is a net lease and, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities -------------------------- notwithstanding any other provision of each Lessee hereunder shall in no way be released, discharged or otherwise affected this Lease to the contrary (except as may be expressly provided herein in Section 3(h) hereof and Section 2.07(b) of the Participation Agreement), the obligation of Lessee to pay Rent hereunder and under any other Operative Document shall be absolute and unconditional and shall not be affected by any circumstance of any character, including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: (i1) any counterclaim, setoff, recoupment, interruption, deduction, defense, abatement, suspension, deferment, diminution or reduction; (2) any defect in the condition, merchantabilitydesign, quality quality, operation or fitness for use or purpose of the Vehicles Transponders, or any part thereofthereof or interest therein; (ii3) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of of, or any requisition or taking of of, the Vehicles Transponders, or any part thereofthereof or interest therein; (iii4) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of the Vehicles Transponders, or any part thereofthereof or interest therein; (iv5) any defect in in, or any Lien on on, title to the Vehicles Transponders, or any part thereofthereof or interest therein or any other restriction thereon; (v6) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Seller, Guarantor, Lessee or the Lessor; (vi7) any bankruptcy, insolvency, reorganization, discharge or forgiveness of indebtedness, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Seller, Guarantor, Lessee, the Lessor Indenture Trustee, Lessor, Owner Participant, any Noteholder or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver any (1) a guaranty of any Person mentioned above, or by any court; (viii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part value of the Lessor Transponders upon termination of the Basic Term or any other Lessee to perform Renewal Term or comply with (ii) the useful life of the Transponders or (iii) payment of any of the terms hereof Notes; or (2) a prohibition of assertion of any other agreement; (ix) claim against any invalidity manufacturer, supplier, dealer, vendor, contractor, subcontractor or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee installer with respect to the VehiclesTransponders; or (xi3) a waiver by Lessee of its right to assert and ▇▇▇ upon any claims it may have against any other occurrence whatsoever, whether similar Person in one or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedmore separate actions.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Facility Lease is a "net lease." The Facility Lessee's obligation to make all payments payable hereunder (and all amounts, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right Termination Value, following termination of each Lessee to reject Vehicles pursuant to Section 2.2 hereofthis Facility Lease) for shall be absolute and unconditional under any reasonand all circumstances and shall not be terminated, including extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including, without limitation: , by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or any other Person, including, without limitation, any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Authority or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of such Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Requirement of Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Agreement by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility, the Facility Site, any Component, any other portion of the Undivided Interest or any part thereof, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Basic Lease Rent (and all amounts, to the extent permitted by lawincluding, waives all rights now or hereafter conferred by statute or otherwise to quitwithout limitation, terminate or surrender Termination Value, in lieu of Basic Lease Rent following termination of this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts Facility Lease) payable by such the Facility Lessee hereunder. All payments by each Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Basic Lease Rent (and all amounts, absent manifest error andincluding, except as otherwise provided hereinwithout limitation, each Lessee Termination Value, in lieu of Basic Lease Rent following termination of this Facility Lease) shall not seek be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Requirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with Section 10, 13, 14 or 17. If for any reason whatsoever this Agreement Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless none the less agrees, to the extent permitted by Requirements of Law, to pay to the Owner Lessor an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, all Supplemental Basic Lease Rent and all other amounts Supplemental Lease Rent due hereunder and owing, at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms of hereof had this Agreement as if it had Facility Lease not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease and, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTnotwithstanding any other provision of this Lease, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALit is intended that Basic Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTSupplemental Rent, SETOFFthe Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, COUNTERCLAIMsetoff, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERdeduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationincluding, to the maximum extent permitted by law: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any portion of any Leased Property, or any part thereoffailure of any Leased Property to comply with all Applicable Laws and Regulations, including any inability to occupy or use any Leased Property by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or Release from or destruction of or any requisition or taking of the Vehicles any Leased Property or any part thereof, including eviction; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles any Leased Property or any part thereof, including eviction; (ivd) any defect in title to or rights to any Leased Property or any Lien on such title to the Vehicles or rights or on any part thereofLeased Property; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the by Lessor, Agent or any Participant; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Lessor, Agent, any Participant or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (viig) any claim that such Lessee has or might have against any Person, including including, without limitation the limitation, Lessor, Agent, or any Participant; (viiih) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction; (ixi) any invalidity or unenforceability or disaffirmance against or by Lessee of this Agreement Lease or any provision hereof or any of the other Related Operative Documents or any provision of any thereof; (j) the impossibility of performance by Lessee, in each case whether against Lessor or both; (k) any action by such any court, administrative agency or other Authority; any restriction, prevention or curtailment of or any use of any Leased Property or any part thereof or the construction of any Alterations; (l) the failure of Lessee or otherwise; (x) Guarantor to achieve any insurance premiums payable accounting or tax benefits or the characterization of the transaction intended by such Lessee with respect to Section 23.20 hereinbelow and Section 2.7 of the VehiclesParticipation Agreement; or (xim) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in Article XIII or not foreseen or foreseeable. This Agreement Section 20.1 of this Lease, this Lease shall be noncancelable noncancellable by the Lessees andLessee for any reason whatsoever, except as expressly provided herein, each and Lessee, to the extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this AgreementLease, or to any diminution diminution, abatement or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin Article XIII or Section 20.1 of this Lease, each Lessee shall shall, unless prohibited by Applicable Laws and Regulations, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental each Rent payment (including the Lease Balance or any other amount due and all other amounts due hereunder payable under any Operative Documents) at the time and in the manner that such payments payment would have become due and payable under the terms of this Agreement as Lease if it had not been terminated in whole or in part. All covenants Each payment of Rent and agreements any payment of each the Lease Balance made by Lessee herein hereunder shall be performed final and, absent manifest error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent, any Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Premises and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or any subtenant of Lessee on any account or for any reason whatsoever other than by reason of Lessor's willful misconduct or gross negligence or negligence in the handling of funds; provided, however, any liability of Lessor with respect to any such willful misconduct or gross negligence or negligence in the handling of funds shall not limit or affect Lessee's absolute obligations as set forth in this Article V. Without affecting Lessee's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, Lessee may seek damages or any other remedy at law or equity against Lessor for a breach by Lessor of its costobligations under this Lease or the Participation Agreement, expense and risk unless expressly otherwise statedsubject to the limitations set forth at Section 23.9.

Net Lease. (a) THIS AGREEMENT SHALL BE FACILITY LEASE IS A NET LEASE, LEASE AND EACH LESSEE'S ’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE PURCHASE PRICE SHALL BE ABSOLUTE AND UNCONDITIONALUNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE SUBJECT ENTITLED TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION ABATEMENT OR REDUCTION OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE PURCHASE PRICE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE PURCHASE PRICE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE, EXCEPT FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be releasedTHE DAMAGES, discharged or ADJUSTMENTS AND TERMINATION PROVISIONS SPECIFICALLY PROVIDED IN THIS FACILITY LEASE. (b) Except as otherwise affected (except as may be expressly provided herein includingand by performance of the obligations in connection herewith, without limitationthis Facility Lease shall not terminate, nor shall the right obligations of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: be otherwise affected: (i) any defect in by reason of the condition, merchantability, quality or design, quality, fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Vehicles Leased Facility or the Unit 2 Facility, however caused, or any inability to use the Leased Facility or any part thereof; thereof by reason of any such defect; (ii) by the taking or requisitioning of any damage to, or all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, scrapping contamination or destruction of the Leased Facility or any requisition or taking of the Vehicles Unit 2 Facility or any part thereof; ; (iii) by the invalidity or unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document; (iv) by the attachment of any Lien of any third party to any or all of the Leased Facility or the Unit 2 Facility; (v) by any prohibition or restriction of or interference with Lessee’s use of any or all of the Leased Facility or the Unit 2 Facility by any Person (other than Lessor or a Person rightly claiming through Lessor); (vi) by the insolvency of or the commencement by or against Lessor or any party to a Lease Document of any bankruptcy, reorganization or similar proceeding; (vii) by any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Facility or any part thereof; ; (ivviii) by any defect in title to or rights to the Leased Facility or the Unit 2 Facility or any Lien on such title or rights to the Vehicles Leased Facility or any part thereof; the Unit 2 Facility; (vix) by any change, waiver, extension, extension or indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee Person party to the Lease Documents except to the extent provided in such change, waiver, extension or receiver of any Person mentioned above, or indulgence; (x) by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation any vendor, manufacturer or contractor of or for the Lessor; Leased Facility or the Unit 2 Facility; (viiixi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any provision hereof or any of the other Lease Documents or any provision thereof; (xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this Facility Lease or any other Lease Document to which either is a party; (xiii) by any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Facility Lease or any other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 6.1); (xiv) by any action of any Governmental Authority; (xv) by any claim for infringement or other agreementliability resulting from any patent, trademark, copyright or other intellectual property rights; or (ixxvi) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any future Law to the contrary notwithstanding. (c) It is the intention of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives Parties that all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction payments of Monthly Base Rent, Supplemental Rent or other amounts the Termination Value and the Fair Market Value Purchase Price payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except payable in all events in the manner and at the times herein provided unless Lessee’s obligations in respect thereof shall have been terminated or modified pursuant to the extent express provisions of adjustments provided for herein)this Facility Lease. Each payment of Rent, absent manifest error andthe Termination Value and the Fair Market Value Purchase Price by Lessee hereunder shall be final, except as otherwise provided herein, each and Lessee shall not seek to recover any such payment all or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise such payment from Lessor except as expressly provided herein, each Lessee shall nonetheless in this Facility Lease. Without affecting Lessee’s obligation to pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, the Termination Value and/or the Fair Market Value Purchase Price, as the case may be, and subject in all Supplemental Rent respects to Sections 7.3, 17.3 and all other amounts due hereunder 22.15, Lessee may exercise its remedies at the time and law for a breach by Lessor of its respective obligations under this Facility Lease in the manner that such payments would have become due and payable accordance with Section 17.2(b). Lessor shall be under the terms no obligation to marshal any assets in favor of this Agreement as if it had not been terminated in whole Lessee or against or in partpayment of any or all Rent, the Termination Value or the Fair Market Value Purchase Price. All The Parties intend that the obligations of Lessee under this Facility Lease shall be covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Lease Document and the obligations of Lessee herein under this Facility Lease shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations have been modified or terminated in accordance with an express provision of this Facility Lease.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein includingpermitted and by performance of the obligations in connection therewith) by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, without limitation, the right restriction or prevention of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, including without limitation: Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing. The foregoing and whether or clause (j) shall not foreseen or foreseeable. This Agreement shall be noncancelable by prevent the Lessees and, except as expressly provided herein, each Lessee, termination of the Lease in accordance with the terms hereof if the Lessee purchases all of the Properties pursuant to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this AgreementSection 20.2, or the termination of the Lease with respect to any diminution or reduction an individual Property if the Lessee purchases such Property pursuant to Section 20. 1. The parties intend that the obligations of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent covenants, agreements and obligations that are separate and independent from any obligations of adjustments provided for herein)Lessor hereunder and shall continue unaffected unless such covenants, absent manifest error and, except as otherwise provided herein, each Lessee agreements and obligations shall not seek to recover any such payment have been modified or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay accordance with an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms express provision of this Agreement as if it had not Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been terminated in whole or in part. All covenants specifically reviewed and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedsubject to negotiation.

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Facility Lease is a "net lease" and, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTnotwithstanding anything herein to the contrary, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALthe Facility Lessee's obligation to pay all Rent payable hereunder (and all amounts, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, Termination Value, in lieu of Rent following termination of this Facility Lease) shall be absolute and unconditional under any and all circumstances and shall not be terminated, extinguished, diminished, lost or otherwise impaired, nor shall the right Facility Lessee's other obligations hereunder or the Facility Lessor's rights hereunder be terminated, extinguished, diminished, lost or otherwise impaired, by any circumstance of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) any character or for any reasonreason whatsoever, including whether or not the same involves the loss of all or any part of the leasehold estate granted by this Facility Lease, including, without limitation: , (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Facility Lessor, the Trustees, the Owner Participant, or the Lender or any other Person, including, without limitation, any breach by any of said parties of any covenant or provision under this Facility Lease or under any Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any foreclosure or deed in lieu of foreclosure of the Oglethorpe Mortgage, or any termination of this Facility Lease as a result thereof by operation of law or contract, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Rocky Mountain Site, any Component, any other portion of the Facility Lessee's Rocky Mountain Interest or the interest of any other Person or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or foregoing for any part thereof; reason whatsoever, (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part of the foregoing by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Rocky Mountain Site, any Component, any other portion of the Facility Lessee's Rocky Mountain Interest or any part thereof; (iv) of the foregoing by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect any other Operative Document, (vi) the lack of right, power or authority of the Facility Lessor to enter into this Facility Lease or any obligation other Operative Document, (vii) any ineligibility of the Facility or liability any Component for any particular use, whether or not due to any failure of such the Facility Lessee or the Lessor; Facility Operator to comply with any Applicable Law, (viviii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Agreement by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility, the Rocky Mountain Site, any Component, any other portion of the Facility Lessee's Rocky Mountain Interest or any part of the foregoing, (xii) the existence of the Payment Undertaking Agreement or the Qualifying Equity Funding Agreement (other than to the extent of the Rent payments discharged from any remittance from the Payment Undertaking Agreement or the Qualifying Equity Funding Agreement) or (xixiii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Documents, each Lessee, to it being the extent permitted by law, waives intention of the parties hereto that all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such the Facility Lessee hereunder. All payments by each Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee . Such Rent shall not seek be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Facility Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest, except in accordance with Sections 10, 13, 14, 15 or 18. If for any reason whatsoever this Agreement Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees to the extent permitted by Applicable Law, to pay to the Facility Lessor an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, Basic Rent and all Supplemental Rent due and all other amounts due hereunder owing, at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms hereof had this Facility Lease not been so terminated. The provisions of this Agreement as if it had not been terminated Section 9 shall survive the termination for any reason whatsoever of the leasehold interest created by this Facility Lease. Upon and after termination of the leasehold hereby granted for any reason whatsoever, the Facility Lessee shall pay to the Facility Lessor, in whole or in partlieu of the Rent payable hereunder, an amount equal to such Rent, and this obligation is expressly agreed to be a covenant of the Facility Lessee that is independent of the existence of such leasehold. All The obligations of the Facility Lessee to pay all amounts hereunder other than Rent are also covenants that are independent of the existence of such leasehold and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedsurvive the termination thereof for any reason whatsoever.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease is a net lease. Lessee acknowledges and agrees that its obligations hereunder, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, its obligations to pay Rent for all Equipment leased hereunder and to pay all Supplemental Payments payable hereunder, (a) shall be unconditional and irrevocable under any and all circumstances, (b) shall not be subject to cancellation, termination, modification or repudiation by Lessee, and (c) shall be paid and performed by Lessee without notice or demand and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever, including, without limitation, any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, (i) any past, present or future claims which Lessee may have against Lessor, any Assignee, any manufacturer or supplier of the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) Equipment or any Item thereof, or any other Person for any reasonreason whatsoever, including without limitation: or (iii) any defect in the Equipment or any Item thereof, or the condition, merchantabilitydesign, quality operation or fitness for use of the Vehicles or any part thereof; , or (iiiii) any damage to, removal, abandonment, salvage, loss, scrapping or any loss or destruction of of, the Equipment or any requisition or taking of the Vehicles or any part Item thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; or (iv) any defect in Liens or rights of others with respect to the Equipment or any Lien on title to the Vehicles or any part Item thereof; , or (v) any change, waiver, extension, indulgence prohibition or interruption of or other action restriction against Lessee's use, operation or omission in respect possession of the Equipment or any obligation Item thereof, for any reason whatsoever, or liability of any interference with such Lessee use, operation or the Lessor; possession by any Person or entity, or (vi) any bankruptcydefault by Lessor in the performance of any of its obligations herein contained, insolvencyor any other indebtedness or liability, reorganizationhowsoever and whenever arising, compositionof Lessor, adjustmentor of any Assignee, dissolution, liquidation or other like proceeding relating of Lessee to such Lessee, the Lessor or any other Person, or by reason of insolvency, bankruptcy or similar proceedings by or against Lessor, any action taken with respect to this Agreement by any trustee Assignee or receiver of any Person mentioned aboveLessee, or by any court; or (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or for any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence reason whatsoever, whether similar or dissimilar to any of the foregoing, whether any present or not such Lessee shall have notice or knowledge of any future law to the contrary notwithstanding; it being the intention of the foregoing parties hereto that all Rent and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts Payments payable by such Lessee hereunder. All payments by each Lessee made hereunder shall continue to be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated payable in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time events and in the manner that such payments would have become due and payable under at the terms times herein provided, without notice or demand, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement as if it had not been terminated in whole Lease. Lessee retains its rights and remedies against Lessor or in part. All covenants and agreements any Assignee for breach of each Lessee herein shall be performed at its costcovenant, expense and risk unless expressly otherwise statedrepresentation or warranty, negligence or wilful malfeasance.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE(a) It is expressly understood and agreed by and between the parties that this Lease is an absolute net lease, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTand the Basic Rent and all other sums payable hereunder to or on behalf of Lessor shall be paid without notice or demand and without setoff, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALcounterclaim, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTabatement, SETOFFsuspension, COUNTERCLAIMdeduction or defense, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be set forth herein. (b) Except as otherwise expressly provided herein includingin the Lease, without limitationthis Lease shall not terminate, nor shall Lessee have any right to terminate this Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by reason of any damage to or destruction of all or any part of the Premises from whatever cause, the right taking of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for the Premises or any reasonportion thereof by condemnation or otherwise, including without limitation: (i) any defect in the conditionprohibition, merchantability, quality limitation or fitness for restriction of Lessee’s use of the Vehicles Premises which does not arise by or through Lessor, any default on the part thereof; (ii) of Lessor which does not violate Lessor’s covenant of quiet enjoyment, any damage to, removal, abandonment, salvage, loss, scrapping latent or destruction of or other defect in any requisition or taking of the Vehicles Premises, the breach of any warranty of any seller or manufacturer of any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Improvements or Severable Property, any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect violation of any obligation or liability provision of such Lessee or this Lease by Lessor which does not violate Lessor’s covenant of quiet enjoyment, the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, dissolutionliquidation, liquidation dissolution or winding-up of, or other like proceeding relating to such Lesseeaffecting Lessor which does not violate Lessor’s covenant of quiet enjoyment, the Lessor exercise of any remedy, including foreclosure, under any mortgage or any other Personcollateral assignment, or any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by Lessor, any trustee trustee, receiver or receiver liquidator of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee court under the Federal Bankruptcy Code or otherwise which does not violate Lessor’s covenant of quiet enjoyment, and market or economic changes (so long as those changes do not violate Lessor’s covenant of quiet enjoyment), or unlawful interference with such use by any private person or corporation unrelated to perform Lessor, or comply with any of the terms hereof or of for any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, whether any present or not such future law to the contrary notwithstanding, it being the intention of the parties hereto that the rent and all other charges payable hereunder to or on behalf of Lessor shall continue to be payable in all events and the obligations of Lessee hereunder shall have notice continue unaffected, unless the requirement to pay or knowledge perform the same shall be terminated pursuant to an express provision of this Lease or which event violates Lessor’s covenant of quiet enjoyment. Nothing contained in this Section 5.01 shall be deemed a waiver by Lessee of any rights that it may have to bring a separate action with respect to any default by Lessor hereunder or under any other agreement. (c) The obligations of the foregoing and whether or not foreseen or foreseeable. This Agreement Lessee hereunder shall be noncancelable separate and independent covenants and agreements. Lessee covenants and agrees that it will remain obligated under this Lease in accordance with its terms, and that, unless the event violates Lessor’s covenant of quiet enjoyment, Lessee will not take any action to terminate, rescind or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Lessor or any assignee of Lessor in any such proceeding and notwithstanding any action with respect to this Lease which may be taken by the Lessees and, except any trustee or receiver of Lessor or of any assignee of Lessor in any such proceeding or by any court in any such proceeding. (d) Except as otherwise expressly provided hereinin the Lease or the event violates Lessor’s covenant of quiet enjoyment, each Lessee, to the extent permitted by law, Lessee waives all rights now or hereafter conferred by statute or otherwise law (i) to quit, terminate or surrender this Agreement, Lease or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment demised premises or any part thereof for or (ii) to any reason whatsoeverabatement, absent manifest error. If for suspension, deferment or reduction of the rent, or any reason whatsoever this Agreement other sums payable hereunder to or on behalf of Lessor, regardless of whether such rights shall be terminated in whole arise from any present or in part by operation future constitution, statute or rule of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedlaw.

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall the Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of each the Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, permitted and by performance of the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereofobligations in connection therewith) for any reason, including without limitationby reason of: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Property or any part thereof, or the failure of the Property to comply with all Applicable Law, including any inability to occupy or use the Property or any part thereof by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles Property or any part thereof; , (iiic) any restriction, prevention or curtailment of or interference with the construction on or any use of the Vehicles Property or any part thereofthereof including eviction; (ivd) any defect in title to or rights to the Property or any Lien on such title to or rights or on the Vehicles or any part thereofProperty (other than Lessor Liens); (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or by the LessorAdministrative Agent or any Participant; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor any Participant or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of the Lessee, any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (viig) any claim that such the Lessee has or might have against any Person, including without limitation any Participant or any vendor, manufacturer, contractor of or for the LessorProperty; (viiih) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Lease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ixi) any invalidity or unenforceability or illegality or disaffirmance of this Agreement Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (xj) the impossibility or illegality of performance by the Lessee, the Lessor or both; (k) any insurance premiums payable action by such Lessee with respect to the Vehiclesany court, administrative agency or other Governmental Authority; or (xil) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. The Lessee’s agreement in the preceding sentence shall not affect any claim, action or not foreseen right the Lessee may have against the Lessor or foreseeableany other Participant. This Agreement shall be noncancelable by The parties intend that the Lessees and, except as expressly provided herein, each Lessee, to obligations of the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents and the obligations of the Lessee herein shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations shall have been modified or terminated in accordance with an express provision of this Lease.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease and Lessees' obligations to pay all Rent shall be absolute and unconditional under any and all circumstances. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall any Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to any Rent, nor shall the obligations and liabilities of each any Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein includingpermitted and by performance of the obligations in connection therewith), without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Equipment or any part thereof, or the failure of any of the Equipment to comply with all Applicable Laws and Requirements of Law, including any inability to use any of the Equipment by reason of such non-compliance; (ii) except as provided in Section 14.1 with respect to the adjustment of Basic Rent upon payment of any Casualty Amount, any damage to, removal, abandonment, salvage, loss, contamination of, or Release from, demolition, scrapping or destruction of or any requisition or taking of any Facility or any of the Vehicles Equipment or any part thereof; (iii) any restriction, prevention prevention, interruption or curtailment of or interference with any use use, operation or possession of any Facility or any of the Vehicles or any part thereofEquipment; (iv) any defect in title to, interests in or rights to any of the Equipment or any Lien on title to the Vehicles such title, interests or rights or on any Facility or any part thereofof the Equipment (provided, that the foregoing shall not relieve any Person from its responsibility to remove Lessor Liens attributable to it); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the by Lessor, Collateral Agent or any Participant; (vi) to the fullest extent permitted by Applicable Laws, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such any Lessee, the Lessor Guarantor, Lessor, Collateral Agent, any Participant or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of any Person mentioned aboveLessee, Lessor, Collateral Agent, any Participant or any other Person, or by any court, in any such proceeding; (vii) any claim that such any Lessee has or might have against any Person, including without limitation any Participant, or any vendor, designer, manufacturer, or contractor of or for any of the LessorEquipment; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Lease, of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Agreement Lease against or by any Lessee or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable impossibility or illegality of performance by such Lessee with respect to the Vehiclesany Lessee, Lessor or any one or more of them; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Agency; (xii) any restriction, prevention or curtailment of or interference with the use of any Facility or the Equipment or any part thereof; (xiii) any failure of any Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by the parties as set forth at Section 24.1 hereof and Section 4.1 of the Participation Agreement; or (xiv) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such any Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Each Lessee's agreement in the preceding sentence shall not affect any claim, action or not foreseen or foreseeableright such Lessee may have against any Person. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, The parties to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction Operative Documents intend that the obligations of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made Lessees hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessee herein Lessor hereunder or under any other Operative Documents and the obligations of Lessees shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations shall have been modified or terminated in accordance with an express provision of this Lease.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease is a "net lease" and Lessee shall pay all Fixed Rent and Additional Rent without notice, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTdemand, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALcounterclaim, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTset-off, SETOFFdeduction, COUNTERCLAIMor defense, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERand without abatement, suspension, deferment, diminution or reduction, free from any charges, assessments, impositions, expenses or deductions of any and every kind or nature whatsoever, including, without limitation (1) any right Lessee may have against Lessor, any contractor or any other person for any reason (whether in connection with this transaction or any other transaction), (2) any breach, default or misrepresentation by Lessor or any other person under this Lease, or (3) any invalidity or unenforceability of any part of this Lease or any other infirmity herein or therein, or any lack of power or authority of any party to this Lease. The Except as expressly set forth in Sections 1(b), 4(a), 6(b), 13(b) and 14 hereof and, subject to the final sentence of Section 3(c) hereof, all costs, expenses and obligations of every kind and liabilities nature whatsoever relating to the Premises and the appurtenances thereto and the use, operation, occupancy, management, maintenance (including the maintenance of each Lessee hereunder shall in no way be releasedthe parking lot on the Land Parcel) and repair thereof, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right payment of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reasoninsurance, including without limitation: (i) any defect in the conditionreal estate taxes, merchantabilitydevelopment and/or association fees, quality or fitness for use of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such thereto by Lessee or the Lessor; (vi) any bankruptcyanyone claiming by, insolvency, reorganization, composition, adjustment, dissolution, liquidation through or other like proceeding relating to such Lessee, the Lessor under ▇▇▇▇▇▇ as lessee hereunder which may arise or any other Person, become due during or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoeverperiod constituting the term hereof shall be paid by ▇▇▇▇▇▇, whether similar or dissimilar to and ▇▇▇▇▇▇ shall indemnify the foregoingIndemnified Parties, whether or not such Lessee shall have notice or knowledge of as defined in Section 11 hereof, against any of the foregoing and whether or not foreseen or foreseeableas provided in Section 11. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, Subject to the extent permitted by lawterms hereof, ▇▇▇▇▇▇ assumes the sole responsibility for the condition, use, operation, occupancy, management, maintenance (including the maintenance of the parking lot on the Land Parcel) and repair of, including, without limitation, the payment of insurance, real estate taxes, development and/or association fees with respect to, the Premises and Lessee shall indemnify the Indemnified Parties with respect to the foregoing as provided in Section 11. Lessee waives all rights now or hereafter at any time conferred by statute or otherwise to quit, terminate or surrender this AgreementLease or the Premises (except as otherwise expressly provided herein), or to any diminution abatement (except as otherwise expressly set forth in Section 13(b) hereof) or reduction deferment of Monthly Base any Fixed Rent, Supplemental Additional Rent or other amounts sum payable by such Lessee hereunder. All payments Lessee further waives all rights against Lessor and any assignee of Lessor for damage, loss or expense suffered by each Lessee made hereunder shall be final (on account of any cause referred to in this Section 5, except to the extent caused by the gross negligence or willful misconduct of adjustments provided for herein)Lessor or Lessor's agents, absent manifest error andemployees, except as otherwise provided hereincontractors, each Lessee shall not seek to recover any such payment prospective purchasers or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedinvitees.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall be a net lease and the Lessee hereby acknowledges and agrees that the Lessee's obligation to pay all Rent hereunder, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTand the rights of the Lessor in and to such Rent, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALshall be absolute and unconditional and shall not be affected by any circumstances of any character, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right which the Lessee may have against the Lessor, the Owner Participant, Funding Corp, the Indenture Trustee, the Collateral Trust Trustee, the Contractor or any vendor or manufacturer of any equipment or assets incorporated in the Transmission System or any other Person for any reason whatsoever, (ii) any defect in or failure of the conditiontitle, merchantability, quality condition, design, compliance with specifications, operation or fitness for use of the Vehicles all or any part thereof; of the Transmission System, (iiiii) any damage to, removal, abandonment, salvage, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereof; of the Transmission System, or any interference, interruption or cessation in the use or possession thereof or of the Undivided Interest by the Lessee by any Person for any reason whatsoever or of whatever duration, (iiiiv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; (iv) any defect in of the Transmission System or any Lien on title to of the Vehicles or any part thereof; Undivided Interest, (v) any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such by or against the Lessee, the Lessor Lessor, the Owner Participant, Funding Corp or any other Person, (vi) the invalidity, illegality or unenforceability of this Lease or of any other Transaction Document or any action taken with respect to this Agreement by other infirmity herein or therein or any trustee lack of right, power or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part authority of the Lessor or the Lessee, the Owner Participant, Funding Corp, the Indenture Trustee or any other Lessee party to perform enter into this Lease or comply with any of other Transaction Document, (vii) the terms hereof breach or failure of any warranty or representation made in this Lease or in any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement Transaction Document by the Lessor, the Owner Participant, Funding Corp, the Indenture Trustee or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.Person,

Net Lease. No Setoff, etc. THIS AGREEMENT LEASE SHALL CONSTITUTE A NET LEASE AND, NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, IT IS INTENDED THAT PERIODIC RENT AND SUPPLEMENTAL RENT SHALL BE A NET LEASEPAID WITHOUT COUNTERCLAIM, SETOFF, DEDUCTION OR DEFENSE OF ANY KIND AND WITHOUT ABATEMENT, SUSPENSION, DEFERMENT, DIMINUTION OR REDUCTION OF ANY KIND, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTSUCH AMOUNTS, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE THROUGHOUT THE LEASE TERM IS ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein for any reason, including, without limitation, to the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reasonmaximum extent permitted by law, including without limitationby: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any item of Equipment, or any part thereoffailure of any item of Equipment to comply with all Applicable Law, including any inability to use any item of Equipment by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping destruction, requisition, taking or destruction contamination of or Release from any requisition or taking item of the Vehicles or any part thereofEquipment; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereofitem of Equipment; (ivd) the attachment of any Lien of any third party to any item of Equipment; (e) any defect in prohibition or restriction of or interference with Lessee's use of any Lien on title to or all of the Vehicles or Equipment by any part thereofPerson; (vf) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the by Lessor, Agent or any Lender; (vig) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor or Lessor, Agent, any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.Lender LEASE AGREEMENT

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

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

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

Net Lease. (a) THIS AGREEMENT SHALL BE FACILITY LEASE IS A NET LEASE, LEASE AND EACH LESSEE'S ’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE PURCHASE PRICE SHALL BE ABSOLUTE AND UNCONDITIONALUNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE SUBJECT ENTITLED TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION ABATEMENT OR REDUCTION OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE PURCHASE PRICE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE PURCHASE PRICE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE, EXCEPT FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be releasedTHE DAMAGES, discharged or ADJUSTMENTS AND TERMINATION PROVISIONS SPECIFICALLY PROVIDED IN THIS FACILITY LEASE. (b) Except as otherwise affected (except as may be expressly provided herein includingand by performance of the obligations in connection herewith, without limitationthis Facility Lease shall not terminate, nor shall the right obligations of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: be otherwise affected: (i) any defect in by reason of the condition, merchantability, quality or design, quality, fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Vehicles Leased Facility or the Unit 1 Facility, however caused, or any inability to use the Leased Facility or any part thereof; thereof by reason of any such defect; (ii) by the taking or requisitioning of any damage to, or all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, scrapping contamination or destruction of the Leased Facility or any requisition or taking of the Vehicles Unit 1 Facility or any part thereof; ; (iii) by the invalidity or unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document; (iv) by the attachment of any Lien of any third party to any or all of the Leased Facility or the Unit 1 Facility; (v) by any prohibition or restriction of or interference with Lessee’s use of any or all of the Leased Facility or the Unit 1 Facility by any Person (other than Lessor or a Person rightly claiming through Lessor); (vi) by the insolvency of or the commencement by or against Lessor or any party to a Lease Document of any bankruptcy, reorganization or similar proceeding; (vii) by any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Facility or any part thereof; ; (ivviii) by any defect in title to or rights to the Leased Facility or the Unit 1 Facility or any Lien on such title or rights to the Vehicles Leased Facility or any part thereof; the Unit 1 Facility; (vix) by any change, waiver, extension, extension or indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee Person party to the Lease Documents except to the extent provided in such change, waiver, extension or receiver of any Person mentioned above, or indulgence; (x) by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation any vendor, manufacturer or contractor of or for the Lessor; Leased Facility or the Unit 1 Facility; (viiixi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any provision hereof or any of the other Lease Documents or any provision thereof; (xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this Facility Lease or any other Lease Document to which either is a party; (xiii) by any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Facility Lease or any other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 6.1); (xiv) by any action of any Governmental Authority; (xv) by any claim for infringement or other agreementliability resulting from any patent, trademark, copyright or other intellectual property rights; or (ixxvi) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any future Law to the contrary notwithstanding. (c) It is the intention of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives Parties that all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction payments of Monthly Base Rent, Supplemental Rent or other amounts the Termination Value and the Fair Market Value Purchase Price payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except payable in all events in the manner and at the times herein provided unless Lessee’s obligations in respect thereof shall have been terminated or modified pursuant to the extent express provisions of adjustments provided for herein)this Facility Lease. Each payment of Rent, absent manifest error andthe Termination Value and the Fair Market Value Purchase Price by Lessee hereunder shall be final, except as otherwise provided herein, each and Lessee shall not seek to recover any such payment all or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise such payment from Lessor except as expressly provided herein, each Lessee shall nonetheless in this Facility Lease. Without affecting Lessee’s obligation to pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, the Termination Value and/or the Fair Market Value Purchase Price, as the case may be, and subject in all Supplemental Rent respects to Sections 7.3, 17.3 and all other amounts due hereunder 22.15, Lessee may exercise its remedies at the time and law for a breach by Lessor of its respective obligations under this Facility Lease in the manner that such payments would have become due and payable accordance with Section 17.2(b). Lessor shall be under the terms no obligation to marshal any assets in favor of this Agreement as if it had not been terminated in whole Lessee or against or in partpayment of any or all Rent, the Termination Value or the Fair Market Value Purchase Price. All The Parties intend that the obligations of Lessee under this Facility Lease shall be covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Lease Document and the obligations of Lessee herein under this Facility Lease shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations have been modified or terminated in accordance with an express provision of this Facility Lease.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein includingpermitted and by performance of the obligations in connection therewith) by reason of (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, without limitation, the right restriction or prevention of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, including without limitation: Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both, (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or of any Operative Agreement; (1) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing. The foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final clause (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee j) shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated prevent the termination of the Lease in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under accordance with the terms hereof if the Lessee purchases all of this Agreement as if it had not been terminated in whole the Properties pursuant to Section 20.1 or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated20.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERThe Lease is a net lease. The Lessee's obligation to pay Rent and to perform all of its other obligations under the Lease is absolute and liabilities unconditional no matter what happens and no matter how fundamental or unforeseen the event, including any of each Lessee hereunder shall in no way be released, discharged or otherwise affected the following: (except as may be expressly provided herein including, without limitation, the a) any right of each set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which Lessee may have against the Manufacturer, any manufacturer or seller of or any Person providing services with respect to reject Vehicles pursuant to Section 2.2 hereofthe Engine or any Part or any other Person, for any reason whatsoever; (b) any unavailability of the Engine for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use a requisition of the Vehicles Engine or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping prohibition or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment interruption of or interference with any use or other restriction against Lessee's use, operation or possession of the Vehicles Engine (whether or not the same would, but for this provision, result in the termination of the Lease by operation of Law); (c) any lack or invalidity of title or any part thereof; other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Engine for any particular use or trade, or for registration or documentation under the Law of any relevant jurisdiction, or (ivexcept as otherwise provided in Section 11 of this CTA) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission Event of Loss in respect of or any obligation or liability of such Lessee or damage to the LessorEngine; (vid) any insolvency, bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentreadjustment of debt, dissolution, liquidation or other like proceeding relating to such Lesseesimilar proceedings by or against Lessor, the Lessor Lessee or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ixe) any invalidity or unenforceability or disaffirmance lack of this Agreement due authorization of, or any provision hereof or any of other defect in, the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwiseLease; (xf) any insurance premiums payable by such Lessee with respect to the VehiclesSecurity Interests or Taxes; or and/or (xig) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Engine, whether similar and has not relied on Lessor or dissimilar to the foregoingon any information supplied by Lessor, whether that Lessor is not a manufacturer of or not such Lessee shall have notice or knowledge of any dealer in engines and that Lessor has all of the foregoing rights and whether or not foreseen or foreseeablebenefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. This Agreement shall be noncancelable by the Lessees and, except Except as expressly provided hereinset forth elsewhere in the Lease, each LesseeLessee hereby waives, to the extent permitted by lawapplicable Law, waives any and all rights right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to terminate, abate, cancel, quit, terminate reduce, defer, suspend or surrender this Agreement, the Le▇▇▇ ▇r the Engine or to any diminution obligation imposed upon Lessee under the Lease (including payment of Rent or reduction Supplemental Rent). Each payment of Monthly Base Rent, Rent or Supplemental Rent or other amounts payable made by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each final. Lessee shall will not seek to recover any such payment all or any part thereof for of any reason whatsoever, absent manifest error. If payment of Rent or Supplemental Rent for any reason whatsoever except manifest error in which case Lessor shall make payment to Lessee promptly following receipt of Lessee's written notice identifying such error (subject always to Section 5.20). Nothing in this Agreement shall Section 5.12 will constitute a waiver by or be terminated in whole or in part by operation of law construed to limit Lessee's right to institute separate legal proceedings or otherwise except independently pursue any claim against Lessor in the event of Lessor's breach of the Lease, subject to Sections 7.1, as expressly provided hereinit relates to quiet enjoyment, each Lessee shall nonetheless pay an amount equal and 16.3, as it relates to such claims generally, of this CTA, or to limit Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent rights and all remedies against any other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedPerson.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERThe Lease is a net lease. The Lessee's obligation to pay Rent and to perform all of its other obligations under the Lease is absolute and liabilities unconditional no matter what happens and no matter how fundamental or unforeseen the event, including any of each Lessee hereunder shall in no way be released, discharged or otherwise affected the following: (except as may be expressly provided herein including, without limitation, the a) any right of each set-off, counterclaim, recoupment, defense or other right which either party to the Lease may have against the other (including any right of reimbursement) or which Lessee may have against the Manufacturer, any manufacturer or seller of or any Person providing services with respect to reject Vehicles pursuant to Section 2.2 hereofthe Aircraft, any Engine or any Part or any other Person, for any reason whatsoever, (b) any unavailability of the Aircraft for any reason, including without limitation: (i) any defect in the condition, merchantability, quality or fitness for use a requisition of the Vehicles Aircraft or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping prohibition or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment interruption of or interference with any use or other restriction against ▇▇▇▇▇▇'s use, operation or possession of the Vehicles Aircraft (whether or not the same would, but for this provision, result in the termination of the Lease by operation of law); (c) any lack or invalidity of title or any part thereof; (iv) any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission Event of Loss in respect of or any obligation or liability of such Lessee or damage to the LessorAircraft; (vid) any insolvency, bankruptcy, insolvency, reorganization, compositionarrangement, adjustment, readjustment of debt dissolution, liquidation or other like proceeding relating to such Lesseesimilar proceedings by or against Lessor, the Lessor Lessee or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ixe) any invalidity or unenforceability or disaffirmance lack of this Agreement due authorization of, or any provision hereof or any of other defect in, the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwiseLease; (xf) any insurance premiums payable by such Lessee with respect to the VehiclesSecurity Interests or Taxes; or and/or (xig) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Aircraft, whether similar and has not relied on Lessor or dissimilar to the foregoing-14- <PAGE> on any information supplied by Lessor, whether that Lessor is not a manufacturer of or not such Lessee shall have notice or knowledge of any dealer in aircraft and that Lessor has all of the foregoing rights and whether or not foreseen or foreseeablebenefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. This Agreement shall be noncancelable by the Lessees and, except Except as expressly provided hereinset forth elsewhere in the Lease, each LesseeLessee hereby waives, to the extent permitted by lawapplicable Law, waives any and all rights right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to terminate, ▇▇▇▇▇, cancel, quit, terminate reduce, defer, suspend or surrender this Agreement, the Lease or to the Aircraft or any diminution obligation imposed upon Lessee under the Lease (including payment of Rent or reduction Supplemental Rent). Each payment of Monthly Base Rent, Rent or Supplemental Rent or other amounts payable made by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each final. Lessee shall will not seek to recover any such payment all or any part thereof of any payment of Rent or Supplemental Rent for any reason whatsoever, absent whatsoever except manifest error. If for any reason whatsoever this Agreement the Lease shall be terminated in whole or in part by operation of law or otherwise Law, except as expressly specifically provided hereinin the Lease, each Lessee shall waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations hereunder and nonetheless agrees to pay to Lessor, an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all each Rent and Supplemental Rent and all other amounts due hereunder payment at the time and in the manner that such payments would have become due and payable under in accordance with the terms of this Agreement as if it thereof had the Lease not been terminated in whole or in partpart and so long as such payments are made and all other terms and conditions hereof are complied with by ▇▇▇▇▇▇, Lessor and ▇▇▇▇▇▇ will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease. All covenants Nothing in this Section 5.12 will be construed to limit ▇▇▇▇▇▇'s right to institute separate legal proceedings against Lessor in the event of Lessor's breach of the Lease as and agreements to the extent permitted by Sections 7.1 and 16.3 of each Lessee herein shall be performed at its costthis CTA, expense or to limit ▇▇▇▇▇▇'s rights and risk unless expressly otherwise statedremedies against any other Person.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease and Lessee's obligations to pay all Rent shall be absolute and unconditional under any and all circumstances. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of each Lessee hereunder shall in no way be releasedaffected, discharged or otherwise affected (except as may be expressly provided herein includingto the extent permitted by Applicable Laws, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Leased Property or any part thereof, or the failure of the Leased Property to comply with all Requirements of Law, including any inability to occupy or use the Leased Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of, or Release from, demolition, scrapping or destruction of or any requisition or taking of the Vehicles Leased Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Property or any part thereof, including as a result of the exercise of remedies following and during the occurrence of an Event of Default; (iv) any defect in title to or rights to the Leased Property or any Lien on such title to or rights or on the Vehicles or any part thereofLeased Property; (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the by Lessor, Administrative Agent or any Participant; (vi) to the fullest extent permitted by law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessor Guarantor, Lessor, Administrative Agent, any Participant or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Lessee, Lessor, Administrative Agent, any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (vii) any claim that such Lessee has or might have against any Person, including without limitation Lessor, Administrative Agent, any Participant, any contractor, vendor, architect, designer, manufacturer, or contractor of or for the LessorLeased Property; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Lease, of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Agreement Lease against or by Lessee or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased Property or any part thereof; (xiii) any failure of Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by the parties as set forth at SECTION 24.1 hereof and Section 5.1 of the Participation Agreement; or (xiv) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Lessee's agreement in the preceding sentence shall not affect any claim, action or not foreseen or foreseeableright Lessee may have against any Person. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, The parties to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction Operative Documents intend that the obligations of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Operative Documents and the obligations of Lessee herein shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations shall have been modified or terminated in accordance with an express provision of this Lease.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis is an absolute net lease, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTand Rent and other sums payable by Lessee shall be paid promptly when due hereunder without notice or demand of any character, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand without counterclaim, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTset off, SETOFFdeduction, COUNTERCLAIMrecoupment or any defense that Lessee may have against Lessor or any other person, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERfirm or corporation so that Lessor, or its assigns shall receive the full amount of each installment of Rent throughout the term of this Lease. The Lessee's obligation for the payment of Rent hereunder is and shall be absolute and unconditional, and there shall be no abatement, suspension, deferment or diminution in the Rent by reason of, and the obligations and liabilities of each Lessee hereunder under this Lease shall in no way not be releasedaffected by, discharged any circumstances or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reasonoccurrence whatsoever, including without limitation: , (ia) destruction of or damage to the Aircraft, or any part thereof, by reason of any casualty or cause whatsoever, subject to the provisions of Section 11 hereof, (b) any restriction or prevention of, or interference with, any use of the Aircraft, or any part thereof unless caused by a willful or intentional act of omission of Lessor, (c) any defect in the condition, merchantabilityairworthiness, design, operation, quality or fitness for use of the Vehicles Aircraft, or any part thereof; , (iid) any damage tocondemnation, removalexpropriation, abandonment, salvage, loss, scrapping or destruction of or any requisition or other taking of the Vehicles Aircraft, or any part thereof; , subject to the provisions of Section 11 hereof, (iiie) any restrictionencumbrance, prevention lien or curtailment right of any person whomsoever respecting, or any dispossession from, or interference with any use of possession or enjoyment of, the Vehicles Aircraft, or any part thereof; , unless same shall constitute a breach of Lessor's warranty made under Section 16.1 hereof, (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor proceedings by or any other Person, against Lessee or any action taken with respect to this Agreement Lease by any trustee or receiver of any Person mentioned above, Lessee or by any court; court in any such proceeding, or (viig) any claim that such Lessee has change, extension, waiver, sufferance or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor other action or any other Lessee to perform or comply with any of the terms hereof or omission in respect of any other agreement; (ix) any invalidity obligation or unenforceability or disaffirmance liability of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.