Common use of Supplemental Rent Clause in Contracts

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Agent Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Agent Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality ; provided, however, that except as provided in Section 3.2(c) of the definition Participation Agreement, Supplemental Rent payable prior to the Base Term Commencement Date, to the extent provided for in the Approved Construction Budget, shall be payable with Advances pursuant to and subject to the terms of “Supplemental Rent,” Article III of the Participation Agreement. Lessee shall pay to Lessor Agent Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsRequirements of Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Agent Lessor or any Indemnitee not paid when due or demanded by the appropriate Person Agent Lessor or any Indemnitee for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added under any Operative Agreement agreement with a third party or otherwise, in each case otherwise for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. (a) Lessee shall pay to Lessor or its designee or to the Person entitled thereto as expressly provided herein or in any other Operative Document any and all Supplemental Rent promptly as and when the same shall become due and payable, without setoff, deduction or reduction, payable and if in the event of any failure on the part of Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or in equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All Supplemental Rent to be paid pursuant to this Section 2.5 shall be payable in the generality type of funds and in the definition of “Supplemental Rent,” manner set forth in Section 2.6. (b) Lessee shall pay to Lessor Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsApplicable Laws, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Lessor or any Indemnitee not paid when due or demanded by the appropriate Person Lessor or any Indemnitee for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. . (c) Unless expressly provided otherwise in this Lease, in the event of any failure on the part of if Lessee fails to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added under any Operative Agreement or otherwise, in each case agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. The expiration or other termination of Lessee’s obligations to pay Basic Rent under this Lease shall not limit or modify the obligations of Lessee with respect to Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except other than the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultHolder Amounts) due and owing by Lessor or the Lessee under the Credit Agreement, under the Trust Agreement or and/or under any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under Section 2.10 or Section 2.11 of the Credit Agreement and any amounts owing to the Holders under Section 3.8 or Section 3.9 of the Trust Agreement) and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. (a) Lessee shall pay to Agent Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Agent Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Agent Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsRequirements of Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person Agent Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this LeaseLease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. (b) Lessee shall make a payment of Supplemental Rent equal to the Maximum Residual Guarantee Amount or the Construction Period Maximum Recourse Amount in accordance with Section 21.1(c) hereof or Article IV or V of the Construction Agency Agreement, if applicable.

Supplemental Rent. (a) Lessee shall pay to Lessor or its designee or to the Person ----------------- entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. Supplemental Rent shall include all rents and the charges payable by Lessor under Ground Lease during the Term, including annual rent payments required under the Ground Lease. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent; provided however if no Lease Default shall have occurred and be continuing and any prepaid Ground Lease rents paid by Lessee shall be credited against Lessee's payment obligations under the Operative Agreements to the extent that such prepaid Ground Lease rents are refunded to Lessor. Unless expressly provided otherwise in this LeaseLease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. During the Construction Period such charges shall be included in the Project Costs payable by Lessor, but only to the extent such charges, along with other Project Costs already incurred, are covered by the SPC Loan Commitment and the Investor Contribution Commitment. (b) Subject to the limitations set forth in the Agency Agreement during the Construction Period, Lessee may be obligated to make a payment of Supplemental Rent equal to the Maximum Residual Guarantee Amount in accordance with Section 21.1(c).

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Bank or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. (a) Lessee shall pay to Agent Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Agent Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Agent Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsRequirements of Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person Agent Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s ▇▇▇▇▇▇'s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this LeaseLease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. (b) Lessee shall make a payment of Supplemental Rent equal to the Maximum Residual Guarantee Amount or the Construction Period Maximum Recourse Amount in accordance with Section 21.1(c) hereof or Article IV or V of the Agency Agreement, if applicable.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultHolder Amount) due and owing by Lessor or the Lessee under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under Section 2.11 or Section 2.12 of the Credit Agreement and any amounts owing to the Holders under Section 3.9 or Section 3.10 of the Trust Agreement) and (b) interest and Yield at the applicable Overdue Base Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, added (a) by any party to an Operative Agreement pursuant to the terms of such agreement or (b) by any Person that is not a party to an Operative Agreement or otherwiseAgreement, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement Person and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “"Supplemental Rent,” " Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid Commitment Fees, Holder Commitment Fees, Owner Trustee fees, other fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultHolder Amount) due and owing by Lessor or the Lessee under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under SECTION 2.11 or SECTION 2.12 of the Credit Agreement and any amounts owing to the Holders under SECTION 3.9 or SECTION 3.10 of the Trust Agreement) and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except of the obligations of Lessor Lessee to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultLessor Amount) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor Lessor, as Supplemental RentRent due and owing to Lessor, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penaltiespayments, Taxes, insurance costs, indemnities, expenses, payments amounts and other obligations (except other than the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultHolder Amount) due and owing by Lessor or the Lessee Lessor, in any capacity, under the Credit Agreement, under the Trust Agreement or and/or under any other Operative Agreement (including without limitation any amounts owing to the Lenders under Section 2.11, Section 2.12, Section 2.13 and Section 9.5 of the Credit Agreement and any amounts owing to the Holders under Section 3.9 or Section 3.10 of the Trust Agreement) and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay or cause to Lessor or its designee or be paid to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) Business Days after demand is made upon Lessee for payment, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay or cause to Lessor be paid to the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due due(subject to the applicable grace period and notice) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period and notice) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, ,in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, ,penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.For purposes of this Section 3.3, the term "Person" shall be limited to the Lessor, the Agent, the Lenders, the Holders, the Trust Company and any other party to any of the Operative Agreements from time to time or any of their Affiliates, successors, or assigns , agents, independent contractors, advisors, attorneys, accountants or others engaged by any part to any Operative Agreement.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable. All such payments of Supplemental Rent payable to any Financing Party shall be in the full amount thereof, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor to pay the for amounts payable as Basic Rent, including without limitation principal amount or interest (but not including any payments of the Loans and except Lessor under Section 5.15 of the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultParticipation Agreement) due and owing under any Notes, amounts specifically excluded from indemnification by Lessor or the Lessee pursuant to Sections 11.1 and 11.2 of the Participation Agreement and amounts due and owing or otherwise payable or incurred as a result of or in connection with any sale of an assignment or participation interest by any Tranche B Lender or Tranche A Note Purchaser and payment obligations of one Financing Party to another Financing Party) owing from time to time under the Credit Agreement Operative Agreements by any Person to the Agent, the Lessor, the Escrow Agent, any Primary Financing Party, or any other Person (provided, unless such obligation is expressly stated as an obligation of the Lessee, the Lessee shall only be responsible for such obligation to the extent it is reasonable for a lessee to bear responsibility for such obligation in a transaction of the type evidenced by the Operative Agreement and Agreements), (b) interest and Yield at the applicable Overdue Rate on any portion of any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any portion of any payment of Supplemental Rent payable to any Financing Party not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under the Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Each applicable Lessee shall pay to Lessor or its designee or to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if such Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Each applicable Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of each applicable Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease with respect to each Property subject to a Ground Lease and for which such Lessee has executed a Lease Supplement and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of any Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of such Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of any Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Each Lessee shall pay to the Lessor or its designee or to the any other Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if any Lessee fails to pay any Supplemental Rent, the Lessor and such other Persons shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Each Lessee shall pay to the Lessor or the Person entitled thereto, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsRequirements of Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due within ten (10) days after receipt of notice for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person within ten (10) days after receipt of notice for the period from the due date or the date of any such demand, as the case may be, thereof until the same shall be paid. The expiration or other termination of Lessee’s the obligations of the Lessees to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee the Lessees with respect to Supplemental Rent. Unless expressly provided otherwise in this Master Lease, in the event of any failure on the part of any Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or addedadded under any agreement with a third party, pursuant to for which such Lessee is responsible under this Master Lease or any other Operative Agreement or otherwiseDocument, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) days after the same is due to any Financing Party or within ten (10) Business Days after the same is due to any Person other than a Financing Party, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. (a) The Lessee shall pay to the Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if the Lessee fails to pay any Supplemental Rent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Base Rent. Without limiting the generality of the definition of “Supplemental Rent,” The Lessee shall pay to Lessor the Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent amount payable by the Lessee hereunder or under any other Operative Document (including Base Rent, Lease Balance, Guaranteed Residual Value or Construction Period Guaranteed Amount) not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of the Lessee’s 's obligations to pay Basic Base Rent hereunder shall not limit or modify the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of the Lessee to pay and discharge any Supplemental Rent as and when due, the Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added -13- under any Operative Agreement or otherwise, in each case agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. (b) The Lessor may, with the consent of the Administrative Agent and the Lessee, enter into the Lessor Interest Rate Hedge. If the Lessor enters into the Lessor Interest Rate Hedge, then on each date on which any amount is payable under the Lessor Interest Rate Hedge: (i) if there is a net amount payable by the Lessor to the Swap Counterparty, then the Lessee will pay to the Lessor on such date as Supplemental Rent such net amount; and (ii) if there is a net amount payable by the Swap Counterparty to the Lessee, then the amount then due and payable by the Lessee to the Lessor will be reduced by the net amount actually received by the Lessor from the Swap Counterparty on such date. In addition, if all or any portion of the Lease Balance of any Leased Asset shall be paid prior to November 22, 2007, or if the Total Commitment shall be reduced prior to such date, then on the date of such payment or reduction (or as promptly thereafter as practicable) (i) the Lessor shall reduce the notional amount of the Lessor Interest Rate Hedge by an amount equal to such payment or reduction and (ii) the Lessee shall pay to the Lessor the amount of any cost, premium, penalty or expense payable by the Lessor to the Swap Counterparty in connection with such reduction.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable; provided, if there is no express time period specified for any such payment pursuant to the Operative Agreements or otherwise, Lessee shall make such payment of Supplemental Rent within two (2) Business Days of receipt of notice from Lessor, Agent or any other applicable Person requesting payment of the same. All such payments of Supplemental Rent shall be in the full amount thereof, without setoffset-off, deduction (unless required by Applicable Law but subject to Section 11.2 of the Participation Agreement) or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to any Financing Party or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period for payments of Basic Rent) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. Lessee shall pay all outstanding or accrued Supplemental Rent on any date on which this Lease shall terminate with respect the Property during the Term.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto thereto, as applicable, any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor or the Person entitled thereto, as applicable, as Supplemental RentRent due and owing to Lessor, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penaltiespayments, Taxes, insurance costs, indemnities, expenses, payments amounts and other obligations (except other than the obligations of Lessor to pay the principal amount of and interest (excluding interest calculated at the Loans Overdue Rate) on the Loan and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultHolder Amount) due and owing by Lessor or the Lessee Lessor, in any capacity, under the Credit Agreement, under the Trust Agreement or and/or under any other Operative Agreement (including without limitation any amounts owing to the Lender under Section 2.11, Section 2.12, Section 2.13 and Section 9.5 of the Credit Agreement and any amounts owing to the Holder under Section 3.9 or Section 3.10 of the Trust Agreement) and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid; provided, however, Lessee shall not be responsible for the payment of any such amounts arising out of Lessor's failure to pay over any amounts Lessor has received from Lessee in accordance with the Operative Agreements to satisfy the obligations of Lessee (as Supplemental Rent or otherwise) under the Credit Agreement, the Trust Agreement and/or any other Operative Agreement. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) Business Days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without set-off, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to any Financing Party or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the grace period for payments of Basic Rent) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of such payment becomes due and owing following any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under the Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. Lessee shall pay all outstanding or accrued Supplemental Rent on any date on which this Lease shall terminate with respect to the Property during the Term.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by Lessee to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Each Lessee shall pay any and all Supplemental Rent to Lessor (i) the Collateral Agent or its designee the Lease Agent (as specified in Section 3.6), for the benefit of the Person entitled thereto (if the Person entitled to such Supplemental Rent is a Secured Party) or (ii) directly to the Person entitled thereto any and all Supplemental Rent (if such Person is not a Secured Party), promptly as the same shall become due and payable, without setoff, deduction or reduction, and if such Lessee fails to pay any Supplemental Rent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent (Interest/Yield). Receipt of such amount by the Collateral Agent or the Lease Agent, as applicable, shall be deemed to be receipt by the Person entitled thereto, whereupon the Lessees shall be relieved of their obligation to make any further payments to such Person with respect to such amount of Supplemental Rent. Without limiting the generality of the definition of “Supplemental Rent,” Each Lessee shall pay to Lessor the Collateral Agent (or the Lease Agent, if applicable), as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsRequirements of Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent (Interest/Yield) not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded (other than Supplemental Rent payments due with respect to Sections 13.7, 13.8, 13.9 and 13.10 of the Participation Agreement which are due within five (5) days of demand by the appropriate Person Collateral Agent or the Lease Agent, as applicable), for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of such Lessee’s 's obligations to pay Basic Rent (Interest/Yield) hereunder shall not limit or modify the obligations of such Lessee with respect to indemnity obligations payable as Supplemental Rent. Unless expressly provided otherwise in this Master Lease, in the event of any failure on the part of such Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added under any Operative Agreement or otherwise, in each case agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Each applicable Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if such Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Each applicable Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of each applicable Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease with respect to each Property subject to a Ground Lease and for which such Lessee has executed a Lease Supplement and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of any Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of such Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of any Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person as specified in the Operative Agreements, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, the Lessor or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period and notice) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period and notice) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. For purposes of this Section 3.3, the term "Person" shall be limited to the Lessor, the Agent, the Lenders and any other party to any of the Operative Agreements from time to time or any of their Affiliates, successors, or assigns, agents, independent contractors, advisors, attorneys, accountants or others engaged by any part to any Operative Agreement.

Supplemental Rent. Lessee In addition to Annual Rent described above, the Tenant shall be obligated to pay (but only during the period of April 1, 1998, to Lessor or its designee or March 31, 1999) as supplemental rent for the Occupied Premises, an amount per annum equal to the Person entitled thereto any and all Supplemental Rent promptly as difference between (i) $17.50 per rentable square foot multiplied by that portion of the same shall become due and payable, without setoff, deduction or reductionrentable square footage of the Vacant Premises that is in fact leased by the Landlord for such period, and if Lessee fails (ii) the stated annual rent for such period under each replacement lease entered into by the Landlord with respect to the Vacant Premises (hereinafter referred to as a "Replacement Lease") (such sum being hereinafter referred to as "Supplemental Rent"). In no event shall the stated annual rent under such a Replacement Lease be less than $14.50 per rentable square foot without the Tenant's consent, which consent shall be either granted or denied within two (2) business days following the Tenant's receipt of written notice to Tenant of such a proposed rental rate. If the Tenant does not consent to such Replacement Lease, the Landlord may nevertheless enter into such Replacement Lease but the Tenant shall not be liable for the difference between (i) $14.50 per rentable square foot, and (ii) the stated annual rent per rentable square foot under the Replacement Lease. Failure of the Tenant to respond in writing to such a proposed rental rate shall be deemed to be consent to such a lower rental rate for any particular proposed Replacement Lease. The Tenant, however, shall not be otherwise liable to pay any Supplemental Rentsum with respect to rentable square footage of the Vacant Premises that has not been leased for such period. Such analysis shall be done on a lease-by-lease basis. By way of example, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise if the Landlord enters into two leases with respect to the 48,000 rentable square feet in the case of nonpayment of Basic RentVacant Premises, one for 10,000 square feet at $16.50 per rentable square foot, and a second for 20,000 rentable square feet at $18.00 per rentable square foot, the Tenant would owe the following sums under this provision: $0.00 for any unleased space in the Vacant Premises (48,000 - 30,000 = 18,000). Without limiting $0.00 for the generality of 20,000 rentable square feet leased at $18.00 per rentable square foot. $10,000 for the definition of “Supplemental Rent,” Lessee 10,000 rentable square feet leased at $16.50 per rentable square foot (10,000 x $1.00, the difference between $17.50 and $16.50). Such sums shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when only be due for Vacant Space in fact leased by the period Landlord, for which the same rental term has commenced, but without regard to whether the replacement tenant is in occupancy. Supplemental Rent due under the foregoing provisions shall be overdue calculated each month by the Landlord and shall be payable in arrears on any payment the first day of each month by the Tenant. If a Replacement Lease term commences on a day other than the first day of a month, the amount of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same lease shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure prorated on the part basis of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost the number of days for which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rentthe Replacement Lease was effective.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “"Supplemental Rent,” " Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid Unused Fees, Holder Unused Fees, Owner Trustee fees, other fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultHolder Amount) due and owing by Lessor or the Lessee under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation any amounts owing to the Lenders under SECTION 2.11 or SECTION 2.12 of the Credit Agreement and any amounts owing to the Holders under SECTION 3.9 or SECTION 3.10 of the Trust Agreement) and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within the applicable grace periods for the payment of Supplemental Rent provided in Sections 17.1(a) and (b), Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease (without regard to whether such payment obligations are stated to be obligations of the landlord or the tenant thereunder) and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of DefaultLoans) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payablepayable (which shall, without setoffexcept for payments which have a specific due date in the Operative Agreements and except for interest at the Overdue Rate in this Section 3.2, deduction or reductionbe due on the date which is ten (10) Business Days after notice thereof is given to Lessee), and if Lessee fails to pay any Supplemental RentRent after any applicable cure period, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. Supplemental Rent shall include all Common Assessments and other charges payable by Lessor under the Condominium Documents. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental RentRent arising from acts or occurrences prior to such expiration or termination. Unless expressly provided otherwise in this LeaseLease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. Nothing contained herein shall limit Lessee's right, if any, to seek refunds of Impositions or other charges paid by Lessee as part of Supplemental Rent to third parties pursuant to this Lease.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.. During the Construction Period, such Impositions and utility charges shall be included in the Property Cost to be paid by Lessor; provided, however, the Lessor shall pay such amounts

Supplemental Rent. Lessee shall pay or cause to Lessor or its designee or be paid to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within five (5) Business Days after demand is made upon Lessee for payment, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay or cause to Lessor be paid to the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to the Agent, any Lender, any Holder or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. During the Construction Period, such Impositions and utility charges shall be included in the Property Cost to be paid by Lessor; provided, however the Lessor shall pay such amounts described in this Section 3.3 only if funds are made available by the Lenders and the Holders in an amount sufficient to allow such payment.

Supplemental Rent. The Lessee shall pay to the Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent (including, without limitation, Ground Rent) promptly as the same shall become due and payable, without setoffprovided that except for any payments of Asset Termination Value, deduction Purchase Option Price, Residual Value Guarantee Amount or reductionany other amount due and payable on the Expiration Date or Termination Date, the Lessor shall provide the Lessee with not less than three (3) Business Days' notice of any Supplemental Rent due and if payable by the Lessee. If the Lessee fails to pay any Supplemental Rent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” The Lessee shall pay to Lessor the Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsApplicable Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of the Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of the Lessee to pay and discharge any Supplemental Rent as and when due, the Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added under any Operative Agreement or otherwise, in each case agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. The Lessee shall pay the following amounts as supplemental rent (SUPPLEMENTAL RENT): (1) on demand, any amount (other than Basic Rent, Casualty Value, Special Casualty Value and Early Purchase Value) which the Lessee assumes the obligation to Lessor pay, or its designee agrees to pay, under this Lease (including each Lease Supplement) or any other Transaction Document; (2) on the date herein provided, any amount, or the sum of any amounts, payable hereunder (including each Lease Supplement) as Casualty Value, Special Casualty Value or Early Purchase Value; and (3) on demand and in any event on the next succeeding Basic Rent Payment Date, to the Person entitled thereto extent permitted by applicable law, interest (computed on the basis of a 360-day year of twelve 30-day months) at a rate per annum equal to (i) the Overdue Interest Rate, on that portion of any and all payment of Basic Rent or Supplemental Rent promptly as distributable pursuant to clause "FIRST" of Section 5.1 or clause "SECOND" of Section 5.3 of the Indenture (determined prior to the computation of interest on overdue payments referred to in such clauses), and (ii) 2% over the Prime Rate, on the balance of any such payment of Basic Rent or Supplemental Rent (including, in the case of both clause (i) and clause (ii) above, but without limitation, to the extent permitted by law, interest payable pursuant to this clause (3)) not paid when due (whether or not declaration of this Lease to be in default for such nonpayment is subject to any period of grace) for any period for which the same shall be overdue. In the event of any failure on the part of the Lessee to pay any Supplemental Rent when the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, the Lessor shall have all rights, powers and remedies provided for herein in this Lease or by law or in equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except excluding amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the obligations provisions of Lessor to pay the principal amount Section 2.3(a) of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s 's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality ; PROVIDED, HOWEVER, that except as provided for at Section 4.3(a) of the definition Participation Agreement, Supplemental Rent allocated to Construction Costs payable prior to Base Term Commencement Date shall be payable with Advances pursuant to and subject to the terms and conditions of “Article III of the Participation Agreement and to the extent described in the Approved Budget. Lessee hereby reaffirms that its obligation to pay Supplemental Rent shall include the payment of any and all Contingent Rent,” . Lessee shall pay to Lessor Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal RequirementsRequirements of Law, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Lessor or any Indemnitee not paid when due or demanded pursuant to and in accordance with the terms hereof and the other Operative Documents by the appropriate Person Lessor or any Indemnitee for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s ▇▇▇▇▇▇'s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added under any Operative Agreement or otherwise, in each case agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee Lessees, jointly and severally, shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails Lessees fail to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee Lessees, jointly and severally, shall pay to Lessor Lessor, as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any Applicable Laws and all unpaid feesRequirements of Law, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Applicable Default Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Lessor or any Indemnitee not paid when due or demanded pursuant to and in accordance with the terms hereof and the other Operative Documents by the appropriate Person Lessor or any Indemnitee for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s Lessees’ obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee Lessees with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee Lessees to pay and discharge any Supplemental Rent as and when due, Lessee Lessees shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to added under any Operative Agreement or otherwise, in each case agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable, without setoff, deduction or reduction, and if Lessee fails to pay any Supplemental RentRent within the applicable grace periods for the payment of Supplemental Rent provided in Sections 17.1(a) and (b), Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting All such payments of Supplemental Rent shall be in the generality of the definition of “Supplemental Rent,” full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Operative Agreements by any Person to the Agent, any Credit Agreement Lender, any Mortgage Lender, the Lessor or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease (without regard to whether such payment obligations are stated to be obligations of the landlord or the tenant thereunder) and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly when and as the same shall become due and payable; provided, if there is no express time period specified for any such payment pursuant to the Operative Agreements or otherwise, Lessee shall make such payment of Supplemental Rent within two (2) Business Days of receipt of notice from Lessor, Agent or any other applicable Person requesting payment of the same. All such payments of Supplemental Rent shall be in the full amount thereof, without setoffset-off, deduction (unless required by Applicable Law but subject to Section 11.2 of the Participation Agreement) or reduction, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor the appropriate Person, as Supplemental RentRent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other payment obligations (except the obligations of Lessor for amounts payable as Basic Rent) owing from time to pay the principal amount of the Loans and except the obligations of Lessor to pay any fees, expenses or other amounts as the result of an occurrence of a Credit Agreement Event of Default that was not caused by, or related to, a Lease Default or Lease Event of Default) due and owing by Lessor or the Lessee time under the Credit Agreement Operative Agreements by any Person to any Financing Party or any other Operative Agreement and Person, (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period for payments of Basic Rent) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paidpaid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. The expiration or other termination of Lessee▇▇▇▇▇▇’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement or otherwise, in each case added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. Lessee shall pay all outstanding or accrued Supplemental Rent on any date on which this Lease shall terminate with respect the Property during the Term.