Common use of Net Lease Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE(a) This Lease is a net lease and, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTany present or future law to the contrary notwithstanding, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALshall not terminate except as otherwise expressly provided herein, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTnor shall Tenant be entitled to any abatement, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected reduction (except as may be otherwise expressly provided herein includingherein), without limitationdiminution (except as otherwise expressly provided herein), set-off, counterclaim, defense (except for the right defense that the performance or payment has been made) or deduction with respect to any Basic Rent, Additional Rent or other sums payable hereunder, nor shall Tenant be excused from the performance of each Lessee its obligations hereunder, by reason of: any damage to reject Vehicles pursuant to Section 2.2 hereof) for or destruction of any reason, including without limitation: (i) or all of the Projects or any portion thereof; any defect in the condition, merchantabilitydesign, quality operation or fitness for use of any or all of the Vehicles Projects or any portion thereof; any taking of any or all of the Projects or any part thereofthereof by condemnation or otherwise; (ii) any damage toprohibition, removallimitation, abandonmentinterruption, salvagecessation, lossrestriction or prevention of Tenant's use, scrapping occupancy or destruction enjoyment of any or any requisition or taking all of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other PersonProjects, or any action taken interference with respect to this Agreement such use, occupancy or enjoyment by any trustee person; any eviction by paramount title or receiver of otherwise; any Person mentioned above, default by Landlord hereunder or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of under any other agreement; the impossibility or illegality of performance by Landlord, Tenant or both; any action of any governmental authority (ix) including, without limitation, changes in Legal Requirements); construction on or renovation of any invalidity or unenforceability or disaffirmance all of this Agreement the Projects; or any provision hereof failure in any or all of the Projects to comply with applicable laws, Legal Requirements, or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing. All costs, whether or not such Lessee shall have notice or knowledge expenses and obligations of any of the foregoing every kind and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, nature whatsoever relating to the extent permitted by law, waives all rights now Premises and the appurtenances thereto and the use and occupancy thereof which may arise or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under with respect to the terms period which ends on the expiration or earlier termination of the Term in accordance with the provisions hereof (whether or not the same shall become payable during the Term or thereafter) shall be paid by Tenant except as otherwise expressly provided herein. It is the purpose and intention of the parties to this Agreement Lease that the Basic Rent, Additional Rent and other sums payable to Landlord hereunder shall be absolutely net to Landlord and that this Lease shall yield, net to Landlord, the Basic Rent, Additional Rent, and other sums payable to Landlord as if it had not been terminated provided in whole or in partthis Lease. All The parties intend that the obligations of Tenant hereunder shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations shall have been modified or terminated pursuant to an express provision of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedthis Lease.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEIt is understood and agreed that this is a net lease, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTand that, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALas between Lessor and Lessee, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTLessee shall be responsible for all costs and expenses of every nature whatsoever arising out of or in connection with or related to this Lease or the Equipment, SETOFFor its possession, COUNTERCLAIMownership, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected use (except as may be expressly provided herein including, but not limited to, taxes, insurance, maintenance, transportation in and out, rigging, drayage, packing, installation and disconnect charges). Lessee's obligations to Lessor or its Assignee, as hereinafter defined, hereunder (including its obligation to pay Rent when and as due without limitationnotice or demand, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereofor any other sum due hereunder upon demand) for any reasonare absolute and unconditional, including without limitation: and (i) may not be terminated, rescinded or revoked for any reason whatsoever, except pursuant to the express provisions hereof, and (ii) shall not be subject to any abatement, reduction, recoupment, defense, offset or counterclaim available to Lessee for any reason whatsoever including operation of law, defect in the conditionEquipment, merchantability, quality or fitness for use failure of the Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, Assignee to perform any of its obligations hereunder or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or for any other Lessee to perform cause or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence reason whatsoever, whether similar or dissimilar to the foregoing. Except under any circumstance in which no Event of Default has occurred, and Lessor or its Assignee nevertheless interferes with Lessee's quiet enjoyment of the Equipment during the term of the Lease, Lessee hereby waives any and all defenses or claims Lessee may assert against Lessor or any Assignee, whether now or not such in the future, and which would prevent Lessee from performing its obligations hereunder, including, without limitation, defect in the Equipment, interference with the Lessee's use, operation or possession of the Equipment, failure of the Lessor or of any Assignee to perform any of its obligations hereunder, the liability or indebtedness of Lessor or any Assignee to Lessee or any other person, or the bankruptcy, insolvency or default of the Lessor or any Assignee. In the event this Lease is terminated prior to its expiration by Lessee, then Lessee shall have notice be responsible and agrees to pay any and all costs and expenses and/or liabilities of Lessor as a result thereof, including taxes and any pre-payment penalties, fees or knowledge of charges reasonably assessed by any of Assignee against Lessor or Lessee. Lessee hereby agrees that in the foregoing event that Lessee fails to pay or perform any material obligation under this Lease, Lessor may, at its option, pay or perform said obligation and whether any payment made or not foreseen or foreseeable. This Agreement expense incurred by Lessor in connection therewith shall become additional Rent which shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each by Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedupon demand.

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Facility Lease is a "net lease." The Facility Lessee's obligation to make all payments payable hereunder (and all amounts, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right Termination Value, following termination of each Lessee to reject Vehicles pursuant to Section 2.2 hereofthis Facility Lease) for shall be absolute and unconditional under any reasonand all circumstances and shall not be terminated, including extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including, without limitation: , by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or any other Person, including, without limitation, any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Authority or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of such Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Requirement of Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Agreement by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility, the Facility Site, any Component, any other portion of the Undivided Interest or any part thereof, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Basic Lease Rent (and all amounts, to the extent permitted by lawincluding, waives all rights now or hereafter conferred by statute or otherwise to quitwithout limitation, terminate or surrender Termination Value, in lieu of Basic Lease Rent following termination of this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts Facility Lease) payable by such the Facility Lessee hereunder. All payments by each Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Basic Lease Rent (and all amounts, absent manifest error andincluding, except as otherwise provided hereinwithout limitation, each Lessee Termination Value, in lieu of Basic Lease Rent following termination of this Facility Lease) shall not seek be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Requirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with Section 10, 13, 14 or 17. If for any reason whatsoever this Agreement Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees, to the extent permitted by Requirements of Law, to pay to the Owner Lessor an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, all Supplemental Basic Lease Rent and all other amounts Supplemental Lease Rent due hereunder and owing, at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms of hereof had this Agreement as if it had Facility Lease not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease. Without limiting the Construction Agent's rights to request Fundings with respect to each Construction Period Property in accordance with the provisions of the Participation Agreement prior to the respective Basic Rent Commencement Date, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTLessee shall pay all operating expenses arising out of the use, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities operation or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein includingpermitted and by performance of the obligations in connection therewith) by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, without limitation, the right restriction or prevention of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, including without limitation: Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, quality or fitness for use of the Vehicles any Property or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xim) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing. The foregoing and whether or clause (j) shall not foreseen or foreseeable. This Agreement shall be noncancelable by prevent the Lessees and, except as expressly provided herein, each Lessee, termination of the Lease in accordance with the terms hereof if the Lessee purchases all of the Properties pursuant to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this AgreementSECTION 20.1, or the termination of the Lease with respect to any diminution or reduction an individual Property if the Lessee purchases such Property pursuant to SECTION 20.1. The parties intend that the obligations of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent covenants, agreements and obligations that are separate and independent from any obligations of adjustments provided for herein)Lessor hereunder and shall continue unaffected unless such covenants, absent manifest error and, except as otherwise provided herein, each Lessee agreements and obligations shall not seek to recover any such payment have been modified or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay accordance with an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms express provision of this Agreement as if it had not Lease. Lessor and Lessee acknowledge and agree that the provisions of this SECTION 6.1 have been terminated in whole or in part. All covenants specifically reviewed and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedsubject to negotiation.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE(a) This Lease shall constitute a net lease and, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTnotwithstanding any other provision of this Lease, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALit is intended that Basic Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTSupplemental Rent and all other amounts due and payable under the Operative Documents, SETOFFincluding, COUNTERCLAIMas applicable, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERthe Lease Balance, shall be paid, subject to Section 6.5, without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall shall, to the fullest extent permitted by Applicable Laws and Regulations, in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationreason (other than the indefeasible payment or performance in full of such liability or obligation) including: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Item of Equipment or any part thereoffailure of any Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to operate or use any Item of Equipment by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or release from or destruction of or any requisition or taking of the Vehicles any Item of Equipment or any part thereof; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles any Item of Equipment or any part thereof; (ivd) any defect in title to or rights to any Item of Equipment or any Lien on such title to the Vehicles or rights on any part thereofItem of Equipment; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the Lessorby Lessor or Agent; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Lessee, Lessor, Agent or any Person mentioned aboveother Person, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.proceeding;

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

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

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease and Lessee’s obligations hereunder to pay Rent shall be absolute and unconditional under any and all circumstances. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, permitted and by performance of the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereofobligations in connection herewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles Leased Property or any part thereof, or the failure of the Leased Property or any part thereof to comply with all Applicable Laws, including any inability to use the Leased Property or any part thereof by reason of such non‑compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of, Release from, or other environmental condition with respect to, scrapping or destruction of or any requisition or taking of the Vehicles Leased Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Leased Property or any part thereof; (iv) any defect in title to or rights to the Leased Property or any part thereof or any Lien on such title to or rights or on the Vehicles Leased Property or any part thereofthereof (provided, that the foregoing shall not relieve any Person from its responsibility to remove Lessor Liens attributable to it); (v) any ‑6‑ change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or by Lessor, the LessorAdministrative Agent or any Participant; (vi) to the fullest extent permitted by Applicable Laws, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Guarantor, Lessee, Lessor, the Lessor Administrative Agent, any Participant or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Guarantor, Lessee, Lessor, the Administrative Agent, any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (vii) any claim that such Lessee has or might have against any Person, including without limitation any Participant, vendor, manufacturer, contractor of or for the LessorLeased Property or any part thereof, including the General Contractor; (viii) any failure on the part of Lessor, the Lessor Administrative Agent or any other Lessee Participant to perform or comply with any of the terms hereof of this Lease or any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Agreement Lease against or by Lessee or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, Lessor or both; or (xi) any action by any court, administrative agency or other occurrence whatsoeverGovernmental Authority; (xii) any restriction, prevention or curtailment of or interference with the Construction or use of the Leased Property or any part thereof; (xiii) the failure of Guarantor, Lessee or any of their respective Affiliates to achieve any accounting or tax benefits; or (xiv) any other cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Lessee’s agreement in the preceding sentence shall not affect any claim, action or not foreseen or foreseeableright Lessee may have against any Person. This Agreement shall be noncancelable by The parties intend that the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction obligations of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each Lessor hereunder or under any other Operative Documents and the obligations of Lessee herein shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations shall have been modified or terminated in accordance with an express provision of this Lease.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Facility Lease (as originally executed and as modified, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTsupplemented and amended from time to time) is a net lease and the Lessee hereby acknowledges and agrees that the Lessee's obligation to pay all Rent hereunder, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand the rights of the Lessor in and to such Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTshall be absolute, SETOFFunconditional and irrevocable and shall not be affected by any circumstances of any character, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, defense or other right or claim which the Lessee may have against the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any ANPP Participant, any vendor or manufacturer of any equipment or assets included in the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PANGS Site, PANGS, or any part of any thereof, or any other Person for any reason whatsoever, (ii) any defect in or failure of the title merchantability, condition, merchantabilitydesign, quality compliance with specifications, operation or fitness for use of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PANGS Site or PANGS, (iiiii) any damage to, or removal, abandonment, shutdown, salvage, scrapping, requisition, taking, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PANGS Site or PANGS, or any interference, interruption or cessation in the use or possession thereof or of the Undivided Interest by the Lessee or by any other Person (iiiincluding, but without limitation, the Operating Agent or any other ANPP Participant) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; (iv) of the Undivided Interest, Unit 1, any defect in Capital Improvement, the Real Property Interest, the PANGS Site or any Lien on title to the Vehicles or any part thereof; PANGS, (v) any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such by or against the Lessee, the Lessor Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any other ANPP Participant or any other Person, (vi) the invalidity, illegality or unenforceabilty of this Facility Lease, any other Transaction Document, any Financing Document, the ANPP Participation Agreement or any action taken with respect other instrument referred to herein or therein or any other infirmity herein or therein or any lack of right, power or authority of the Lessor, the Lessee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person to enter into this Agreement by Facility Lease, any trustee other Transaction Document or receiver of any Person mentioned aboveFinancing Document, or by any court; doctrine of force majeure, impossibility, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee's obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which the Lessee bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that the Lessee does not receive such benefit, (vii) the breach or failure of any claim that such Lessee has warranty or might have against representation made in this Facility Lease or any other Transaction Document or any Financing Document by the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor amendment or other change of, or any assignment of rights under, this Facility Lease, any other Lessee to perform Transaction Document, any Financing Document or comply with any ANPP Project Agreement, or any waiver, action or inaction under or in respect of the terms hereof this Facility Lease, any other Transaction Document, any Financing Document or any ANPP Project Agreement, or any exercise or non-exercise of any right or remedy under this Facility Lease, any other agreement; Transaction Document, any Financing Document or any ANPP Project Agreement, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, the Collateral Trust Indenture or this Facility Lease, or the sale of Xxxx 0, any Capital Improvement, the Undivided Interest, the Real Property Interest, the PANGS Site or PANGS, or any part thereof of any interest therein, or (ix) any invalidity other circumstance or unenforceability happening whatsoever whether or disaffirmance of this Agreement or any provision hereof or not similar to any of the other Related Documents or any provision of any thereof, in each case whether against or foregoing. The Lessee acknowledges that by such Lessee or otherwise; (x) any insurance premiums payable conveying the leasehold estate created by such Lessee with respect this Facility Lease to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to Lessee and by putting the foregoing, whether or not such Lessee shall have notice or knowledge of any in possession of the foregoing Undivided Interest and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andReal Property Interest, the Lessor has performed all of the Lessor's obligations under and in respect of this Facility Lease, except as expressly provided herein, each the covenant that the Lessor and Persons acting for the Lessor will not interfere with the Lessee's quiet enjoyment of the Undivided Interest and the Real Property Interest. The Lessee hereby waives, to the extent permitted by lawApplicable Law, waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Agreement, Facility Lease or to effect or claim any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such the Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to , including without limitation the extent provisions of adjustments provided for herein), absent manifest error andArizona Revised Statutes Section 33-343, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest errorin accordance with the express terms hereof. If for any reason whatsoever this Agreement Facility Lease shall be terminated terminate in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Lessee shall nonetheless agrees to pay to the Lessor or other Person entitled thereto an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, Basic Rent and all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms of hereof had this Agreement as if it had Facility Lease not been terminated in whole or in part. Each payment of Rent made by the Lessee hereunder shall be final and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any other Person for any reason whatsoever. All covenants covenants, agreements and agreements undertakings of each the Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this Section 4 shall be construed as a guaranty by the Lessee of any residual value in the Undivided Interest or as a guaranty of the Notes. Any provisions of Section 7(b) (2) or 8(c) of the Participation Agreement to the contrary notwithstanding, if the Lessee shall fail to make any payment of Rent to any Person when and as due (taking into account applicable grace periods), such Person shall have the right at all times, to the exclusion of the ANPP Participants, to demand, collect, xxx for, enforce obligations relating to and otherwise obtain all amounts due in respect of such Rent.

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

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

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Master Lease shall constitute a net lease. Any present or future law to the contrary notwithstanding, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTthis Master Lease shall not terminate, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALnor shall the Lessee be entitled to any abatement, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTsuspension, SETOFFdeferment, COUNTERCLAIMreduction, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations and liabilities of each the Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, permitted and by performance of the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereofobligations in connection therewith) for any reason, including without limitationby reason of: (i) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Property or any part thereof, or the failure of any Property to comply with all Applicable Law, including any inability to occupy or use any Property by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from, scrapping or destruction of or any requisition or taking of the Vehicles any Property or any part thereof; (iii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Vehicles any Property or any part thereofthereof including eviction; (iv) any defect in title of or rights to any Property or any Lien on such title to the Vehicles or rights or on any part thereofProperty (other than Lessor Liens); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or by the Lessor, any Investor or the LessorArranger; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such the Lessee, any Lessee Subsidiary, the Lessor Lessor, any Investor, the Arranger or any other Person, or any action taken with respect to this Agreement Master Lease by any trustee or receiver of the Lessee, any Person mentioned aboveLessee Subsidiary, the Lessor, any Investor, the Arranger or any other Person, or by any courtcourt in any such proceeding; (vii) any claim that such the Lessee has or might have against any Person, including without limitation the Lessor, any Investor, the Arranger or any Seller, vendor, manufacturer, contractor of or for any Property; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Master Lease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Agreement Master Lease against or by the Lessee or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable the impossibility or illegality of performance by such Lessee with respect to the VehiclesLessee, the Lessor or both of them; or (xi) any action by any court, administrative agency or other occurrence whatsoever, Governmental Authority; or (xii) any other cause or circumstances whether similar or Master Lease dissimilar to the foregoing, foregoing and whether or not such the Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. The Lessee's agreement in this Section 5.1 shall not affect any claim, action or not foreseen right the Lessee may have against the Lessor or foreseeableany Investor. This Agreement shall be noncancelable by The parties intend that the Lessees and, except as expressly provided herein, each Lessee, to obligations of the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements that are separate and independent from any obligations of each the Lessor hereunder or under any other Operative Documents, and the obligations of the Lessee herein shall be performed at its cost, expense and risk continue unaffected unless expressly otherwise statedsuch obligations shall have been modified or terminated in accordance with an express provision of this Master Lease.

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease and, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTnotwithstanding any other provision of this Lease, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALit is intended that Basic Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTSupplemental Rent and all other amounts due and payable under the Operative Documents, SETOFFincluding, COUNTERCLAIMas applicable, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERthe Lease Balance, shall be paid, subject to Section 6.5, without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall shall, to the fullest extent permitted by Applicable Laws and Regulations, in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationreason (other than the indefeasible payment or performance in full of such liability or obligation) including: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Item of Equipment or any part thereoffailure of any Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to operate or use any LSI Logic Corporation Lease B Item of Equipment by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or release from or destruction of or any requisition or taking of the Vehicles any Item of Equipment or any part thereof; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles any Item of Equipment or any part thereof; (ivd) any defect in title to or rights to any Item of Equipment or any Lien on such title to the Vehicles or rights on any part thereofItem of Equipment; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the Lessorby Lessor or Agent; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Lessee, Lessor, Agent or any Person mentioned aboveother Person, or by any court, in any such proceeding; (viig) any claim that such Lessee has or might have against any Person, including including, without limitation the Lessorlimitation, Lessor or Agent (but will not constitute a waiver of such claim); (viiih) any failure on the part of the Lessor or any other Lessee Agent to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction (but will not constitute a waiver of such claim); (ixi) any invalidity or unenforceability or disaffirmance against or by Lessee, Agent or Lessor of this Agreement Lease or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (xj) the impossibility of performance by Lessee, Lessor, Agent or any of them; (k) any insurance premiums payable action by such any court, administrative agency or other Governmental Authority or any restriction, prevention or curtailment of or any use of any Item of Equipment or any part thereof; (l) the failure of Lessee with respect to achieve any accounting or tax benefits or the Vehiclescharacterization of the transaction intended by Section 2.4; or (xim) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in Section 9.1 or not foreseen or foreseeable. This Agreement Section 14.1 hereof, this Lease shall be noncancelable noncancellable by the Lessees andLessee for any reason whatsoever, except as expressly provided herein, each and Lessee, to the fullest extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this AgreementLease, or to any diminution diminution, abatement or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement Lease shall be terminated or amended in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin Section 9.1 or Section 14.1 hereof or, each with respect to amendments, as permitted by the Operative Documents, Lessee shall, unless prohibited by Applicable Laws and Regulations, pay to Agent (or, in the case of Supplemental Rent, to whomever shall nonetheless pay be entitled thereto) a compensation in an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental each Rent payment (including the Lease Balance or any other amount due and all other amounts due hereunder payable under any Operative Documents) at the time and in the manner that such payments payment would have become due and payable under the terms of this Agreement as Lease if it had not been terminated or amended in whole or in part. All covenants Each payment of Rent and any payment of the Lease Balance made by Lessee hereunder shall be final and, absent error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of each Item of Equipment and Lessor and Agent shall have no responsibility in respect thereof and shall have no liability for damage to any Item of Equipment or any property relating thereto of Lessee herein or on any account or for any reason whatsoever other than by reason of such Person's willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents; provided, however, any liability of Lessor or Agent with respect to any such willful misconduct LSI Logic Corporation Lease B or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents shall not limit or affect Lessee's absolute obligations as set forth in this Article VII. Without affecting Lessee's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, Lessee may, notwithstanding any other provision of the Operative Documents, seek damages of any kind (which damages may be performed measured, if appropriate, on the amount of Rent paid by Lessee) or any other remedy at law or equity against Lessor or Agent for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by such Person of its cost, expense and risk unless expressly otherwise statedobligations under this Lease or the other Operative Documents.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The This Lease is a net lease and Lessee acknowledges and agrees that Lessee's obligations and liabilities of each Lessee hereunder shall in no way be releasedabsolute and unconditional under any and all circumstances and shall be paid without notice or demand and without any abatement, discharged reduction, suspension, diminution, deferral, setoff, defense, counterclaim or otherwise affected (except as may be expressly provided herein recoupment whatsoever, including, without limitation, any abatement, reduction, suspension, diminution, deferral, setoff, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, any past, present or future claims which Lessee may have against Lessor, Owner Participant, any assignee, Administrative Agent, Collateral Agent, any vendor or manufacturer of the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) Equipment or any part or Unit thereof, any Lender or any other Person, either under this Lease or otherwise, for any reasonreason whatsoever, nor, except as otherwise expressly provided herein, shall this Lease terminate, or the obligations of Lessee be otherwise affected for any reason whatsoever, including without limitation: any defect in or damage to or loss of possession or loss of use or destruction of the Equipment or any part or Unit thereof, the condition, design, operation or fitness for use thereof, any Liens or rights of others with respect to the Equipment or any part or Unit thereof, any prohibition or interruption of or other restriction against Lessee's use, operation or possession of the Equipment or any part or Unit thereof, or any interference with such use, operation or possession by any Person or entity (i) including confiscation, requisition or other taking by any Governmental Authority, any Person acting under Governmental Authority or otherwise, or action of any public or private Person, or for any other reason whatsoever), the invalidity or unenforceability or lack of due authorization of this Lease, or any other Operative Document, any defect in the title to, compliance with plans or specifications for condition, merchantability, quality design or fitness for use of the Vehicles all or any part thereof; (ii) of the Equipment, any damage to, removal, abandonment, salvage, loss, scrapping or destruction insolvency of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionbankruptcy, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence reorganization or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such against Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or for any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any future law to the contrary notwithstanding, it being the intention and agreement of the foregoing parties hereto, and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andbasis of the bargain, except as expressly provided herein, each Lessee, that (to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Applicable Law) Rent or and other amounts payable by such Lessee hereunderhereunder shall continue to be payable in full in all events in the manner and at the times herein provided unless and until the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. All payments To the extent permitted by each Applicable Law, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel or quit this Lease or surrender any Unit of Equipment except in accordance with the express terms hereof. Each Rent or other payment made by Lessee hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each and Lessee shall not seek to recover any such payment all or any part thereof of such payment (except for any reason whatsoeverexcess payment made in error) from Without limiting the generality of the foregoing, absent manifest error. If Lessee covenants that it will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the express provisions hereof), rescind or avoid this Lease for any reason whatsoever reason, notwithstanding any insolvency, bankruptcy, reorganization or other proceeding affecting Lessor or Owner Participant, or any property of Lessor or Owner Participant, or any action which may be taken by any receiver, trustee or liquidation (or other similar official) or by any court. Nothing in this Agreement shall be terminated in whole Article III or in part any other provision of this Lease shall preclude any separate, independent claim (not by operation way of law abatement or otherwise except as expressly provided hereinreduction of any amount at any time payable by Lessee hereunder) by Lessee for the breach of any representation, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rentcovenant, all Supplemental Rent and all other amounts due hereunder at the time undertaking or agreement made herein and in any other Operative Document for the manner that such payments would have become due and payable under the terms benefit of this Agreement as if it had not been terminated in whole Lessee by Lessor, Owner Participant or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedany other Person.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERThis Facility Lease is a "net lease". The obligations Facility Lessee's obligation to make all payments payable hereunder (and liabilities of each Lessee hereunder shall in no way be releasedall amounts, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right Termination Value, following termination of each Lessee to reject Vehicles pursuant to Section 2.2 hereofthis Facility Lease) for shall be absolute and unconditional under any reasonand all circumstances and shall not be terminated, including extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including, without limitation: , by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the Holder Representative or any other Person, including, without limitation, any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Facility Lease or omission in respect of any obligation or liability of such Lessee or the Lessor; other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Requirement of Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (xi) any action taken with respect to this Agreement by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Facility, the Facility Site, any Component, any other portion of the Undivided Interest or any part thereof, or (xixii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Operative Document, each Lesseeit being the intention of the parties hereto that all Basic Lease Rent (and all amounts, to the extent permitted by lawincluding, waives all rights now or hereafter conferred by statute or otherwise to quitwithout limitation, terminate or surrender Termination Value, in lieu of Basic Lease Rent following termination of this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts Facility Lease) payable by such the Facility Lessee hereunder. All payments by each Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein). Such Basic Lease Rent (and all amounts, absent manifest error andincluding, except as otherwise provided hereinwithout limitation, each Lessee Termination Value, in lieu of Basic Lease Rent following termination of this Facility Lease) shall not seek be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Requirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with Section 10, 13, 14 or 17. If for any reason whatsoever this Agreement Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees, to the extent permitted by Requirements of Law, to pay to the Owner Lessor an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, all Supplemental Basic Lease Rent and all other amounts Supplemental Lease Rent due hereunder and owing, at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms of hereof had this Agreement as if it had Facility Lease not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Operative Documents or otherwise statedor to limit the right of the Facility Lessee to make any claim it might have against the Owner Lessor or any other Person or to pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Facility Lease is a “net lease” and the Facility Lessee's obligation to pay all Basic Lease Rent payable hereunder, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTas well as any Termination Value (or amount computed by reference thereto) in lieu of Basic Lease Rent following termination of this Lease, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALshall be absolute and unconditional under any and all circumstances and shall not be terminated, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTextinguished, SETOFFdiminished, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged lost or otherwise affected impaired by any circumstance of any character, including by (except as a) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may be expressly provided herein including, without limitationhave against the Owner Lessor, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for Lessor Manager, the Equity Investor, the Equity Manager, any reasonEquity Note Purchaser, or the Lease Indenture Trustee, the Noteholders or any other Person, including without limitation: any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Transaction Document, (ib) any lack or invalidity of title or other interest or any defect in the title or other interest, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component or any portion thereof, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Global Common Facilities, the Site, any Component or any portion thereof, (c) the failure to complete the construction of the Facility, or to reach Substantial Completion or Final Completion under, and as defined in, the Construction Management Agreement, (d) any loss or destruction of, or damage to, the Facility, the Global Common Facilities, the Site or any Component or any portion thereof or interruption or cessation in the use or possession thereof or any part thereof; thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iie) any damage tothe condemnation, removalrequisitioning, abandonmentexpropriation, salvage, loss, scrapping seizure or destruction of or any requisition or other taking of the Vehicles title to or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Facility, the Global Common Facilities, the Site or any part thereof; Component 11 or any portion thereof by any Governmental Entity or otherwise, (ivf) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Transaction Document, (g) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Transaction Document, (h) any defect in ineligibility of the Facility, the Global Common Facilities, the Site or any Lien on title Component or any portion thereof for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Applicable Law, (i) any event of “force majeure”, (j) any legal requirement similar or dissimilar to the Vehicles foregoing, any present or any part thereof; future law to the contrary notwithstanding, (vk) any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such Lessee, by or against the Lessor Facility Lessee or any other Person, or (l) any action taken with respect to this Agreement by any trustee or receiver Lien of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; Site, the Facility, the Global Common Facilities or any Component or any portion thereof, or (xim) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andfuture law notwithstanding, except as expressly provided hereinset forth herein or in any other Transaction Document, each Lesseeit being the intention of the parties hereto that all Basic Lease Rent (and all amounts, to the extent permitted including Termination Value (or amounts computed by lawreference thereto), waives all rights now in lieu of Basic Lease Rent following termination of this Facility Lease in whole or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts in part) payable by such the Facility Lessee hereunder. All payments by each Lessee made hereunder shall continue to be final (except to payable in all events in the extent of adjustments manner and at times provided for herein. All Rent, including Basic Lease Rent (and all amounts, including Termination Value (or amounts computed by reference thereto), absent manifest error andin lieu of Basic Lease Rent following termination of this Facility Lease in whole or in part), except as otherwise provided herein, each Lessee shall not seek be subject to recover any such payment abatement and the payments thereof shall not be subject to any setoff or any part thereof reduction for any reason whatsoever, absent manifest errorincluding any present or future claims of the Facility Lessee or any other Person against the Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease except in accordance with Sections 10, 13 or 15 hereof. If for any reason whatsoever this Agreement Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Facility Lessee shall nonetheless agrees, to the extent permitted by Applicable Law, to pay to the Owner Lessor an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, all Supplemental Basic Lease Rent and all other amounts Supplemental Lease Rent due hereunder and owing, at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms of hereof had this Agreement as if it had Facility Lease not been terminated in whole or in partso terminated. All covenants and agreements of each Lessee Nothing contained herein shall be performed at its cost, expense and risk unless expressly construed to waive any claim which the Facility Lessee might have under any of the Transaction Documents or otherwise statedor to limit the right of the Facility Lessee separately to make any claim it might have against the Owner Lessor or any other Person or to separately pursue such claim in such manner as the Facility Lessee shall deem appropriate.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease is a net lease and Xxxxxx's obligation to pay all Rent, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations indemnities and liabilities of each Lessee other amounts payable hereunder shall in no way be releasedabsolute and unconditional under any and all circumstances and, discharged without limiting the generality of the foregoing, Lessee shall not be entitled to any abatement or reduction of Rent or any setoff against Rent, indemnity or other amount, whether arising by reason of any past, present or future claims of any nature by Lessee against Trustee or any other Creditor or otherwise. EXCEPT as otherwise affected (except as may be expressly provided herein includingherein, without limitationthis Lease shall not terminate, nor shall the right obligations of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationbe otherwise affected: (ia) by reason of any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles or any part thereof; (ii) any of, damage to, removalor loss of possession or use, abandonmentobsolescence or destruction, salvageof any or all of the Equipment, losshowever caused; or (b) EXCEPT as expressly provided in SECTION 6.1 with respect to the adjustment of Basic Rent, scrapping by the taking or destruction requisitioning of any or all of the Equipment by Condemnation or otherwise; or (c) by the invalidity or unenforceability or lack of due authorization by Trustee, Administrative Agent, any Certificate Purchaser, Lessee, Guarantor or other infirmity of this Lease or any requisition other Operative Document; or taking (d) by the attachment of the Vehicles any Lien of any third party to any item of Equipment; or (e) by any part thereof; (iii) any restriction, prevention prohibition or curtailment restriction of or interference with any Xxxxxx's use of any or all of the Vehicles Equipment by any Person; or (f) by the insolvency of or the commencement by or against Trustee, Administrative Agent or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect Certificate Purchaser of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceeding relating to such Lessee, the Lessor or any other Person, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehiclessimilar proceeding; or (xig) by any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not such Lessee shall have notice or knowledge of any future law to the contrary notwithstanding. It is the intention of the foregoing parties that all Rent, indemnities and whether or not foreseen or foreseeable. This Agreement other amounts payable by Xxxxxx hereunder shall be noncancelable by payable in all events in the Lessees and, except as expressly manner and at the times herein provided herein, each Lessee, unless Xxxxxx's obligations in respect thereof have been terminated or modified pursuant to the express provisions of this Lease. To the extent permitted by lawApplicable Laws, Lessee hereby waives any and all rights which it may now have or hereafter which may at any time be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this AgreementLease, in whole or to any diminution or reduction of Monthly Base Rentin part, Supplemental Rent EXCEPT strictly in accordance with the express terms hereof. Each rental, indemnity or other amounts payable payment made by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein)final, absent manifest error and, except as otherwise provided herein, each and Lessee shall not seek to recover any such payment (EXCEPT as expressly provided in this Lease) all or any part thereof of such payment from Trustee, Administrative Agent or any Certificate Purchaser for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Without affecting Lessee's allocable portion of all Monthly Base Rent, all Supplemental obligation to pay Rent and all or other amounts due hereunder at the time and payable hereunder, nothing in the manner that such payments would have become due and payable this SECTION 4.5 shall preclude or limit Lessee's right to seek or claim damages or other relief for a breach by any of Trustee (in its individual capacity or as Trustee or both), Administrative Agent (in its individual capacity or as Administrative Agent or both) or any Certificate Purchaser of any of its representations, warranties, covenants, agreements or other obligations under the terms of this Agreement as if it had not been terminated in whole Lease or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise statedany other Operative Document.

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

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

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

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

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Lease shall constitute a net lease and, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTnotwithstanding any other provision of this Lease, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALit is intended that Interim Rent, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTBasic Rent, SETOFFSupplemental Rent, COUNTERCLAIMthe Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVERsetoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and Lessee's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of each Lessee hereunder shall shall, to the fullest extent permitted by Applicable Laws and Regulations, in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitationreason (other than the indefeasible payment or performance in full of such liability or obligation) including: (ia) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Vehicles any Item of Equipment or any part thereoffailure of any Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to operate or use any Item of Equipment by reason of such non-compliance; (iib) any damage to, removal, abandonment, salvage, loss, scrapping contamination of or release from or destruction of or any requisition or taking of the Vehicles any Item of Equipment or any part thereof; (iiic) any restriction, prevention or curtailment of or interference with any use of the Vehicles any Item of Equipment or any part thereof; (ivd) any defect in title to or rights to any Item of Equipment or any Lien on such title to the Vehicles or rights on any part thereofItem of Equipment; (ve) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or the by Lessor, Agent or any Participant; (vif) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding proceedings relating to such Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Lessee, Lessor, Agent, any Person mentioned aboveParticipant or any other Person, or by any court, in any such proceeding; (viig) any claim that such Lessee has or might have against any Person, including including, without limitation the limitation, Lessor, Agent or any Participant (but will not constitute a waiver of such claim); (viiih) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms hereof of this Lease, any other Operative Document or of any other agreementagreement whether or not related to the Overall Transaction (but will not constitute a waiver of such claim); (ixi) any invalidity or unenforceability or disaffirmance against or by Lessee or Lessor of this Agreement Lease or any provision hereof or any of the other Related Operative Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (xj) the impossibility of performance by Lessee, Lessor or both; (k) any insurance premiums payable action by such any court, administrative agency or other LSI Logic Trust No. 2001-A Lease Intended as Security Governmental Authority or any restriction, prevention or curtailment of or any use of any Item of Equipment or any part thereof; (l) the failure of Lessee with respect to achieve any accounting or tax benefits or the Vehiclescharacterization of the transaction intended by Section 2.7 of the Participation Agreement; or (xim) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether foregoing. Except as specifically set forth in Section 7.1 or not foreseen or foreseeable. This Agreement Section 11.1 hereof, this Lease shall be noncancelable noncancellable by the Lessees andLessee for any reason whatsoever, except as expressly provided herein, each and Lessee, to the fullest extent permitted by lawApplicable Laws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this AgreementLease, or to any diminution diminution, abatement or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement Lease shall be terminated or amended in whole or in part by operation of law or otherwise otherwise, except as expressly provided hereinin Section 7.1 or Section 11.1 of this Lease or, each with respect to amendments, as permitted by the Operative Documents, Lessee shall, unless prohibited by Applicable Laws and Regulations, pay to Lessor (or, in the case of Supplemental Rent, to whomever shall nonetheless pay be entitled thereto) a compensation in an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental each Rent payment (including the Lease Balance or any other amount due and all other amounts due hereunder payable under any Operative Documents) at the time and in the manner that such payments payment would have become due and payable under the terms of this Agreement as Lease if it had not been terminated or amended in whole or in part. All covenants Each payment of Rent and any payment of the Lease Balance made by Lessee hereunder shall be final and, absent error in the computation of the amount thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, Agent, any Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of each Item of Equipment and Lessor, Agent or any Participant shall have no responsibility in respect thereof and shall have no liability for damage to any Item of Equipment or any property relating thereto of Lessee herein or on any account or for any reason whatsoever other than by reason of such Person's willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents; provided, however, any liability of Lessor, Agent or any Participant with respect to any such willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents shall not limit or affect Lessee's absolute obligations as set forth in this Article V. Without affecting Lessee's obligation to pay Interim Rent, Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 14.11 hereof and Section 9.11 of the Participation Agreement), seek damages of any kind (which damages may be performed measured, if appropriate, on the amount of Rent paid by Lessee) or any other remedy at law or equity against Lessor, Agent or any Participant for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by such Person of its cost, expense and risk unless expressly otherwise statedobligations under this Lease or the other Operative Documents.

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

Net Lease. THIS AGREEMENT SHALL BE A NET LEASEThis Facility Lease (as originally executed and as modified, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTsupplemented and amended from time to time) is a net lease, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALand the Lessee hereby acknowledges and agrees that the Lessee's obligation to pay all Rent hereunder, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTand the rights of the Lessor in and to such Rent, SETOFFshall be absolute, COUNTERCLAIMunconditional and irrevocable and shall not be affected by any circumstances of any character, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee may have against the. Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any ANPP Participant, any vendor or manufacturer of any equipment or assets included in the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site, PVNGS, or any part of any thereof, or any other Person for any reason whatsoever, (ii) any defect in or failure of the conditiontitle, merchantability, quality condition, design, compliance with specifications, operation or fitness for use of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, (iiiii) any damage to, or removal, abandonment, decommissioning, shutdown, salvage, scrapping, requisition taking, loss, scrapping theft or destruction of or any requisition or taking of the Vehicles all or any part thereof; of the Undivided Interest, Unit 1, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, or any interference, interruption or cessation in the use or possession thereof or of the Undivided Interest by the Lessee or by any other Person (iiiincluding, but without limitation, the Operating Agent for any other ANPP Participant) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of the Vehicles all or any part thereof; (iv) of the Undivided Interest, Unit 1, any defect in Capital Improvement, the Real Property Interest, the PVNGS Site or any Lien on title to the Vehicles or any part thereof; PVNGS, (v) any changeinsolvency, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like similar proceeding relating to such by or against the Lessee, the Lessor Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any other ANPP Participant or any other Person, (vi) the invalidity, illegality or unenforceability of this Facility Lease, any other Transaction Document, any Financing Document, the ANPP Participation Agreement or any action taken with respect other instrument referred to herein or therein or any other infirmity herein or therein or any lack of right, power or authority of the Lessor, the Lessee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person to enter into this Agreement by Facility Lease, any trustee other Transaction Document or receiver of any Person mentioned aboveFinancing Document, or by any court; doctrine of force majeure, impossibility, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee's obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which the Lessee bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that the Lessee does not receive such benefit, (vii) the breach or failure of any claim that such Lessee has warranty or might have against representation made in this Facility Lease or any other Transaction Document or any Financing Document by the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor amendment or other change of, or any assignment of rights under, this Facility Lease, any other Lessee to perform Transaction Document, any Financing Document or comply with any ANPP Project Agreement, or any waiver, action or inaction under or in respect of the terms hereof this Facility Lease, any other Transaction Document, any Financing Document or any ANPP Project Agreement, or any exercise or non-exercise of any right or remedy under this Facility Lease, any other agreement; Transaction Document, any Financing Document or any ANPP Project Agreement, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, the Collateral Trust Indenture or this Facility Lease, or the sale of Unit 1, any Capital Improvement, the Undivided Interest, the Real Property Interest, the PVNGS Site or PVNGS, or any part thereof or any interest therein, or (ix) any invalidity other circumstance or unenforceability happening whatsoever whether or disaffirmance of this Agreement or any provision hereof or not similar to any of the other Related Documents or any provision of any thereof, in each case whether against or foregoing. The Lessee acknowledges that by such Lessee or otherwise; (x) any insurance premiums payable conveying the leasehold estate created by such Lessee with respect this Facility Lease to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to Lessee and by putting the foregoing, whether or not such Lessee shall have notice or knowledge of any in possession of the foregoing Undivided Interest and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees andReal Property Interest, the Lessor has performed all of the Lessor's obligations under and in respect of this Facility Lease, except as expressly provided herein, each the covenant under Section 6(a) hereof that the Lessor and Persons acting for the Lessor will not interfere with the Lessee's quiet enjoyment of the Undivided Interest and the Real Property Interest. The Lessee hereby waives, to the extent permitted by lawApplicable Law, waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Agreement, Facility Lease or to effect or claim any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such the Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to , including without limitation the extent provisions of adjustments provided for herein), absent manifest error andArizona Revised Statutes Section 33-343, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest errorin accordance with the express terms hereof. If for any reason whatsoever this Agreement Facility Lease shall be terminated in whole or in part by operation of law or otherwise otherwise, except as expressly specifically provided herein, each the Lessee shall nonetheless agrees to pay to the Lessor or other Person entitled thereto an amount equal to such Lessee's allocable portion each installment of all Monthly Base Rent, Basic Rent and all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms of hereof had this Agreement as if it had Facility Lease not been terminated in whole or in part. Each payment of Rent made by the Lessee hereunder shall be final and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any other Person for any reason whatsoever. All covenants covenants, agreements and agreements under takings of each the Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this Section 4 shall be construed as a guaranty by the Lessee of any residual value in the Undivided Interest or as a guaranty of the Notes. Any provisions of Section 7(b)(2) or 8(c) of the Participation Agreement to the contrary notwithstanding, if the Lessee shall fail to make any payment of Rent to any Person when and as due (taking into account appli cable grace periods), such Person shall have the right at all times, to the exclusion of the ANPP Participants, to demand, collect, sue for, enforce obligations relating to and otherwise obtain all amounts due in respect of such Rent.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASENo Set-Off, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENTCounterclaims, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONALetc. This Lease is a net lease, AND SHALL NOT BE SUBJECT TO ANY ABATEMENTand Lessee's obligation to pay all Rent hereunder is absolute and unconditional and shall not be affected by any circumstance whatsoever, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of each Lessee hereunder shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: (i) any abatement, reduction, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, without limitation, abatements, reductions, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future claims which Lessee may have against Lessor, the Agent or other Person for any reason whatsoever), (ii) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessee, or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; nor, except as otherwise expressly provided herein, shall this Lease terminate, nor shall any of the obligations of Lessee to pay Rent hereunder be otherwise affected, by reason of any defect in the conditiontitle to, merchantability, quality or any defect in or lack or fitness for use of the Vehicles of, or any part thereof; (ii) any damage to, removalor loss of, abandonmentor loss of the use of, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles theft of, all or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles Facility or all or any part thereof; (iv) of the Right of Way from any defect in cause whatsoever, the prohibition of the use or possession by Lessee of, or any Lien on ouster or dispossession by paramount title to the Vehicles or otherwise of, all or any part thereof; (v) of the Facility or the Right of Way, the interference with such use or possession by any change, waiver, extension, indulgence governmental agency or authority or other action Person, or omission in respect the invalidity or unenforceability or the disaffirmance of this Lease, any of the other Project Agreements or any agreement related thereto, or by reason of any obligation or liability of such Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Lessee, the failure by Lessor or any other Person, Person to perform any of its obligations herein or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned abovetherein contained, or by reason of any court; (vii) Liens on all or any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor Facility or the Right of Way, or for any other Lessee to perform or comply with any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, whether or not such Lessee shall have notice or knowledge of any it being the intention of the foregoing parties hereto that all Rent payable by Lessee hereunder shall continue to be payable in all events in the manner and whether or not foreseen or foreseeable. This Agreement at the times herein provided unless the obligation to pay the same shall be noncancelable by terminated pursuant to the Lessees andexpress provisions of this Lease. In that connection, except as expressly provided herein, each LesseeLessee hereby waives, to the extent permitted by lawApplicable Law, waives any and all rights which it may now have or which may at any time hereafter be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this AgreementLease except in accordance with the express terms hereof and agrees that if, or to any diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement Lease shall be terminated in whole or in part by operation of law or otherwise except as expressly specifically provided herein, each Lessee shall will nonetheless pay to Lessor (or to whomsoever shall be entitled thereto as expressly provided in accordance with Section 21 below) an aggregate amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental each Rent and all other amounts due hereunder payment at the time and in the manner that such payments payment would have become due and payable under in accordance with the terms hereof had such termination not occurred. Each payment of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Rent made by Lessee herein shall be performed at its costfinal and Lessee will not seek or have any right to recover all or any part of such payment from Lessor, expense and risk unless expressly otherwise statedthe Agent or any Lender for any reason whatsoever.

Net Lease. THIS AGREEMENT SHALL BE A NET LEASE, AND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, SUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, SETOFF, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations (a) This Lease is a "net lease" and liabilities of each Lessee the Lessee's obligation to pay all Rent payable hereunder shall in no way be releasedabsolute and unconditional under any and all circumstances and shall not be terminated, discharged extinguished, diminished, lost or otherwise affected (except as may be expressly provided herein impaired by any circumstance of any character, including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason, including without limitation: by (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, the Owner Participant, the Indenture Trustee or any other Person, including, without limitation, any claim resulting from any breach by any Transaction Party of any covenant or provision in this Lease or any other Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantabilitydesign, quality operation, merchantability or fitness for use of the Vehicles Facility or any Component, or any eviction by paramount title or otherwise; or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restrictionloss or destruction of, prevention or curtailment damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or interference with any other taking of title to or use of the Vehicles Facility, the Facility Site, any Component, or any part thereof; (iv) other portion of the Undivided Interest by any defect in Governmental Entity or any Lien on title to the Vehicles or any part thereof; otherwise, (v) any change, waiver, extension, indulgence the invalidity or unenforceability or lack of due authorization or other action infirmity of this Lease or omission in respect of any obligation or liability of such Lessee or the Lessor; other Operative Document, (vi) any bankruptcythe lack of right, insolvency, reorganization, composition, adjustment, dissolution, liquidation power or other like proceeding relating to such Lessee, authority of the Lessor to enter into this Lease or any other PersonOperative Document, or any action taken with respect to this Agreement by any trustee or receiver of any Person mentioned above, or by any court; (vii) any claim that such Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part ineligibility of the Lessor Facility or any other Lessee to perform or comply with Component for any of the terms hereof or of any other agreement; (ix) any invalidity or unenforceability or disaffirmance of this Agreement or any provision hereof or any of the other Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (x) any insurance premiums payable by such Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoingparticular use, whether or not such Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable. This Agreement shall be noncancelable by the Lessees and, except as expressly provided herein, each Lessee, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement, or due to any diminution or reduction failure of Monthly Base Rent, Supplemental Rent or other amounts payable by such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, each Lessee shall nonetheless pay an amount equal to such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part. All covenants and agreements of each Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.the

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