Common use of Net Lease Clause in Contracts

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and It is the intention of the parties hereto that the obligations of Tenant acknowledge and agree that both parties intend that this Agreement hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" leaseindependent covenants and agreements, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect toany Base Rent, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any Impositions and all other assessmentssums payable by Tenant hereunder (hereinafter collectively referred to as “Rent”) shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated or reduced pursuant to the an express provision of this Lease or by operation of law. This is a net lease and Base Rent, Impositions, and all other items of Rent and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction deduction, except as otherwise specifically set forth herein or provided by Laws (as defined in Section 4.02), and that Tenant's obligation to pay Rent throughout the Term and Tenant shall enforce any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and rights against Landlord hereunder shall in an independent action; provided, however, in no way event shall Tenant be released, discharged or otherwise affected liable for any reasoninterest, including without limitation: principal, late fees or other expenses relating to any debt incurred by Landlord or other costs incurred by Landlord in financing or refinancing the Premises. Except as provided under a bankruptcy, insolvency, reorganization or other proceeding of Landlord, Tenant agrees that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease notwithstanding (a) the exercise of any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Lawsremedy, including foreclosure, under any inability to occupy or use the Leased Property by reason of such non-compliance; Mortgage (as defined in Section 17.01 below), (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by any trustee Landlord under the Federal Bankruptcy Code or receiver otherwise, (c) a Condemnation of Tenant the Premises or any other Person or by any court, in any such proceedings; portion thereof (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided herein), (d) the prohibition or restriction of Tenant’s use of the Premises under any Laws (as defined in this Agreement TenantSection 4.02 below), to or (e) a Casualty Event affecting the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all Premises or any part of the Leased Property, so long portion thereof (except as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawprovided herein).

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent (including, for avoidance of doubt, following commencement of the obligation to pay Variable Rent hereunder, the Base Rent and Variable Rent components of the Rent) and Additional Charges shall be paid absolutely net to Landlord, without abatement, deferment, reduction, defense, counterclaim, claim, demand, notice, deduction or offset of any kind whatsoever, so that this Agreement Lease shall be and constitute what is generally referred yield to in Landlord the real estate industry as a "triple net" full amount or "absolute net" leasebenefit of the installments of Rent (including, such that Tenant shall be obligated hereunder for the avoidance of doubt, following commencement of the obligation to pay all costs and expenses incurred with respect to, and associated withVariable Rent hereunder, the Leased Property Base Rent and all personal property thereon Variable Rent components of the Rent) and therein and Additional Charges throughout the business operated thereon and thereinTerm, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein providedfully set forth in Article V and except and solely to the extent expressly provided in Article XIV (in connection with a Casualty Event), together in Article XV (in connection with a Condemnation), in Section 3.1 (in connection with the “true-up”, if any, applicable to the onset of a Variable Rent Payment Period) and in Section 41.16. If Landlord commences any and all other assessmentsproceedings for non-payment of Rent, chargesTenant will not interpose any defense, costs and expenses offset, claim, counterclaim or cross complaint or similar pleading of any kind nature or nature whatsoever related to, description in such proceedings unless Tenant would lose or associated with, waive such claim by the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; providedfailure to assert it. This shall not, however, that Landlord shall nonetheless be obligated construed as a waiver of Tenant’s right to assert such claims in a separate action brought by Tenant. The covenants to pay Landlord's personal income taxes with respect to the Rent and other Additional Charges hereunder are independent covenants, and Tenant shall have no right to hold back, deduct, defer, reduce, offset or fail to pay any such amounts received for default by Landlord under this Agreement. Except or for any other reason whatsoever, except solely as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except and to the extent otherwise expressly provided in Section 3.1 and this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawSection 3.5.

Net Lease. Landlord It is the purpose of this Lease and intent of Port and Tenant acknowledge and agree that both parties intend all Rent shall be absolutely net to Port, so that this Agreement Lease shall be and constitute what is generally referred yield to in Port the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay full amount of the Rent at all costs and expenses incurred with respect to, and associated with, times during the Leased Property and all personal property thereon and therein and the business operated thereon and therein, includingTerm, without limitationdeduction, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind abatement or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreementoffset. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided set forth in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in under no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoingcircumstances, whether foreseeable now existing or unforeseeablehereafter arising, and whether or not Tenant shall have notice or knowledge of any beyond the present contemplation of the foregoing. Except as specifically set forth in this Agreement, this Agreement Parties shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord Port be expected or required to incur any expense or make any payment of any kind hereunder or have any obligations with respect to this Lease or Tenant's use or occupancy of the usePremises, possessionincluding any Improvements. Without limiting the foregoing, controlbut except as expressly provided to the contrary in this Lease, Tenant shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which Port would otherwise be or become liable by reason of Port's estate or interests in the Premises and any Improvements, any rights or interests of Port in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all the Premises, any Improvements, or any part portion thereof. No occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Tenant from any part thereof is subject to of its obligations under this AgreementLease, and or shall give Tenant expressly waives the any right to perform terminate this Lease in whole or in part, except as otherwise expressly provided in this Lease. Tenant waives any rights now or hereafter conferred upon it by any existing or future Law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of such sums, on account of any such action at the expense of Landlord pursuant to occurrence or situation, provided that such waiver shall not affect or impair any lawright or remedy expressly provided Tenant under this Lease.

Net Lease. Landlord and It is the intention of the parties hereto that the obligations of Tenant acknowledge and agree that both parties intend that this Agreement hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs independent covenants and expenses incurred with respect toagreements, and associated withthat Base Rent, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any reimbursement of Operating Expenses and all other assessmentssums payable by Tenant hereunder shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated pursuant to the Rent an express provision of this Lease. This is a net lease and Base Rent, reimbursement of Operating Expenses and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-offrecoupment, deduction or defense and without abatement, suspension, deferment, diminution diminution, deduction, reduction or reduction defense, except as otherwise specifically set forth herein. This Lease shall not terminate and that Tenant's obligation shall not have any right to pay Rent throughout terminate this Lease, during the Term and Lease Term, except as otherwise expressly provided herein. Tenant agrees that, except as otherwise expressly provided herein, it shall not take any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be releasedaction to terminate, discharged rescind or otherwise affected avoid this Lease for any reason, including without limitation: (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceedings relating to Tenant proceeding affecting Landlord (ii) under any mortgage or any other Person deed of trust which may now or hereafter encumber the Premises (iii) any action taken with respect to this Agreement Lease (including the rejection hereof) which may be taken by any trustee or receiver of Tenant or any other Person Landlord under the Federal Bankruptcy Code or by any courttrustee, in any such proceedings; (g) any right receiver or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise, (iv) the Taking of the Premises or any portion thereof, (v) the prohibition of restriction of Tenant’s use of the Premises or any portion thereof, (vii) the eviction of Tenant from possession of the Premises, by paramount title or otherwise, or (viii) default by Landlord hereunder on any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by agreement between Landlord and Tenant. Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or waives all rights which are not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent stated herein but which may now or hereafter permitted by Applicable Laws, waives all rights now or hereafter otherwise be conferred by statute or otherwise law to quit, terminate or surrender this Agreement Lease or the Premises; to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to any diminutionBase Rent, abatement or reduction reimbursement of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all Operating Expenses or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to other sums payable under this AgreementLease, and Tenant for any statutory lien or offset right against Landlord or its property, each except as otherwise expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawprovided herein.

Net Lease. This Lease shall be interpreted and construed as an absolute net lease, and it is the express intent and agreement of Landlord and Tenant acknowledge that (a) the obligations of Landlord and agree that both parties intend that this Agreement Tenant hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs independent covenants and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein agreements and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any Rent and all other assessmentscharges payable by Tenant hereunder shall be payable in all events without abatement, deduction, diminution, deferment, suspension, reduction or setoff whatsoever, unless this Lease shall be terminated pursuant to Articles 10 or 11 hereof; (b) all costs or expenses of whatever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary, appropriate or required in and about the Premises or any part thereof, or in connection with Tenant’s possession or authorized use thereof during the Term of this Lease, shall be paid by Tenant; (c) the Rent shall be absolutely net to Landlord; (d) all Taxes, insurance premiums, utility expenses, repair and maintenance expense, and all other costs, fees, interest, charges, costs expenses, reimbursement and expenses obligations of any every kind or and nature whatsoever related torelating to the Premises, or associated withany portion thereof, which may arise or become due during the Leased Property Term of this Lease, or any extension or renewal thereof, shall be paid or discharged by Tenant as Additional Rent; and the business operated thereon (e) Tenant shall indemnify, defend and thereinsave Landlord harmless from and against such costs, other than Landlord's financing costs fees, charges, expenses, reimbursements and expenses and related debt service; providedobligations, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreementany interest thereon. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in Articles 10 and 11 hereof, this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional Lease and the respective rights of Landlord and the obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged affected by any event or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (bi) any damage to, removal, abandonment, salvage, loss, condemnation, to or theft, scrapping loss or destruction of or any requisition or taking of the Leased Property Premises by fire, flood, earthquake or other casualty, (ii) any part thereofcondemnation, or (iii) any environmental condition default on the Leased Property part of Landlord hereunder, (iv) any latent or other defect in any property in the vicinity of the Leased Property; Premises, (cv) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect violation of any obligation or liability provision of or this Lease by any Person; Landlord, (fvi) any the bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, dissolutionliquidation, liquidation dissolution or winding-up of, or other like proceedings relating to Tenant proceeding, affecting either of the Parties, (vii) the exercise of any remedy, including without limitation foreclosure, under any Leasehold Mortgage, collateral assignment or any other Person or encumbrance, (viii) any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by any trustee trustee, receiver or receiver liquidator of Tenant either of the Parties or any other Person court under the Federal bankruptcy laws or by any courtotherwise, in any such proceedings; (gix) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply interference with any Tenant’s use of the terms of this AgreementPremises, (x) market or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; economic changes or (mxi) any other occurrence whatsoever cause, whether similar or dissimilar to the foregoing, whether foreseeable any present or unforeseeable, and whether or not Tenant future law to the contrary notwithstanding. Landlord shall have notice no responsibility, obligation or knowledge of any of the foregoing. Except as specifically set forth in liability under this Agreement, this Agreement shall be non-cancellable by Tenant for any reason Lease whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to disruption or unavailability of gas, heat, water, light, power, telephone, telecommunications, cabling, sewage, and any other utilities or services for or to the use, possession, control, Premises; maintenance, alteration, rebuilding, replacing, repair, restoration repair or operation Restoration of all the Premises; or any part of other cost, expense, duty, obligation, service or function whatsoever related to the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawPremises.

Net Lease. Landlord and It is the intention of the parties hereto that the obligations of Tenant acknowledge and agree that both parties intend that this Agreement hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" leaseindependent covenants and agreements, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect toany Base Rent, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any Impositions and all other assessmentssums payable by Tenant hereunder (hereinafter collectively referred to as “Rent”) shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated or reduced pursuant to the an express provision of this Lease or by operation of law. This is a net lease and Base Rent, Impositions, and all other items of Rent and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction deduction, except as otherwise specifically set forth herein or provided by Laws (as defined in Section 4.02), and that Tenant's obligation to pay Rent throughout the Term and Tenant shall enforce any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and rights against Landlord hereunder shall in an independent action; provided, however, in no way event shall Tenant be released, discharged or otherwise affected liable for any reasoninterest, including without limitation: principal, late fees or other expenses relating to any debt incurred by Landlord or other costs incurred by Landlord in financing or refinancing the Premises. Except as provided under bankruptcy, insolvency, reorganization or other proceeding affecting Landlord, Tenant agrees that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease notwithstanding (a) the exercise of any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Lawsremedy, including foreclosure, under any inability to occupy or use the Leased Property by reason of such non-compliance; Mortgage (as defined in Section 17.01 below), (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by any trustee Landlord under the Federal Bankruptcy Code or receiver otherwise, (c) a Condemnation of Tenant the Premises or any other Person or by any court, in any such proceedings; portion thereof (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided herein), (d) the prohibition or restriction of Tenant’s use of the Premises under any Laws (as defined in this Agreement TenantSection 4.02 below), to or (e) a Casualty Event affecting the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all Premises or any part of the Leased Property, so long portion thereof (except as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawprovided herein).

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent (including, for the avoidance of doubt, following commencement of the obligation to pay Variable Rent hereunder, the Base Rent and Variable Rent components of the Rent) and Additional Charges shall be paid absolutely net to Landlord, without abatement, deferment, reduction, defense, counterclaim, claim, demand, notice, deduction or offset of any kind whatsoever, so that this Agreement Lease shall be and constitute what is generally referred yield to in Landlord the real estate industry as a "triple net" full amount or "absolute net" leasebenefit of the installments of Rent (including, such that Tenant shall be obligated hereunder for the avoidance of doubt, following commencement of the obligation to pay all costs and expenses incurred with respect to, and associated withVariable Rent hereunder, the Leased Property Base Rent and all personal property thereon Variable Rent components of the Rent) and therein and Additional Charges throughout the business operated thereon and thereinTerm, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein providedfully set forth in Article V and except and solely to the extent expressly provided in Article XIV (in connection with a Casualty Event), together in Article XV (in connection with a Condemnation), and in Section 3.1 (in connection with the “true-up”, if any, applicable to the onset of a Variable Rent Payment Period). If Landlord commences any and all other assessmentsproceedings for non-payment of Rent, chargesTenant will not interpose any defense, costs and expenses offset, claim, counterclaim or cross complaint or similar pleading of any kind nature or nature whatsoever related to, description in such proceedings unless Tenant would lose or associated with, waive such claim by the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; providedfailure to assert it. This shall not, however, that Landlord shall nonetheless be obligated construed as a waiver of Tenant’s right to assert such claims in a separate action brought by Tenant. The covenants to pay Landlord's personal income taxes with respect to the Rent and other Additional Charges hereunder are independent covenants, and Tenant shall have no right to hold back, deduct, defer, reduce, offset or fail to pay any such amounts received for default by Landlord under this Agreement. Except or for any other reason whatsoever, except solely as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except and to the extent otherwise expressly provided in Section 3.1 and this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawSection 3.5.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this Master Lease is, and is intended to be, what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Agreement Master Lease shall be yield to Landlord the full amount or benefit of the installments of Base Rent and constitute what is generally referred to in Tenant’s Proportionate Share of Additional Charges throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes Term with respect to the entire Demised Premises, all as more fully set forth in Article V and subject to any other provisions of this Master Lease that expressly provide for adjustment or abatement of Rent and or other amounts received by Landlord under this Agreementcharges (if any). Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementMaster Lease, this Agreement Tenant assumes the responsibility for the condition, use, operation and maintenance of the Demised Premises, and Landlord shall be non-cancellable have no responsibility or liability therefor. If Landlord commences any proceedings for nonpayment of Rent, Tenant will not interpose any counterclaim or cross complaint or similar pleading of any nature or description in such proceedings (nor move or agree to consolidate in such proceedings any claim by Tenant in any other proceedings). The covenants to pay Base Rent and Additional Charges amounts hereunder are independent covenants, and Tenant shall have no right to hold back, offset, deduct, credit against or fail to pay in full any such amounts for claimed or actual default or breach by Landlord of whatsoever nature or for any other reason whatsoever andwhatsoever. For the avoidance of doubt, except as Tenant shall not have, and hereby expressly provided in this Agreement Tenantand absolutely waives, relinquishes, and covenants not to the extent now assert, accept or hereafter permitted by Applicable Lawstake advantage of, waives all rights now any right to deposit or hereafter conferred by statute pay with or otherwise to quitinto any court or other third-party escrow, terminate depository account or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations tenant account with respect to the useany disputed Rent, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part Rent pending resolution of the Leased Property, so long as the Leased Property any other dispute or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawcontroversy with Landlord.

Net Lease. Without limiting any of the provisions of this Lease, the Base Rent and any Additional Charges payable to Landlord hereunder shall be absolutely net to Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, assertion of any counterclaim, set-offsetoff, deduction or defense and without any abatement, suspension, defermentdeferment or reduction, diminution except only as otherwise expressly provided in Sections 15 and 17 of this Lease, and shall not be reduced, offset or reduction and that Tenant's obligation to pay Rent throughout diminished, directly or indirectly, by any cost, charge or expense payable hereunder by Tenant in connection with the Term and any applicable Extended Term is absolute and unconditional and Premises and/or the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property Building or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth provided otherwise in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions conditions, whether now existing or hereafter arising, and whether within or beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder or have incur any obligations obligation whatsoever with respect to the usePremises, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all otherwise have any obligation or any part of liability with respect to the Leased Property, so long as Premises; provided that the Leased Property or any part thereof is subject foregoing shall not be construed to this Agreement, and require Tenant expressly waives the right (i) to perform any such action at the expense obligations of Landlord pursuant under any contract or agreement entered into by Landlord with any third party to which Tenant or any lawTenant Affiliate (other than Landlord) is not a party, or (ii) to assume any liability for any obligations of Landlord arising under any mortgage or deed of trust granted by Landlord encumbering the Premises, including payment of debt service on any obligation secured thereby, provided that the foregoing shall not be construed to relieve Tenant from complying with and performing any express obligations of Tenant under this Lease that may also constitute covenants or obligations of Landlord under any such contract or agreement entered into by Landlord with any third party or under any mortgage or deed of trust.

Net Lease. Landlord This Lease shall be deemed and construed to be a “net lease,” and Tenant acknowledge and agree that both parties intend that shall pay to Landlord, absolutely net throughout the Term of this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated withLease, the Leased Property and all personal property thereon and therein and the business operated thereon and thereinRent, includingfree of any charges, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of impositions or deductions or any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution deduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such nonset-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingoff whatsoever. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under Under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder whatsoever or have be under any obligations with respect other obligation or liability hereunder, except as herein otherwise expressly set forth. Tenant shall pay all costs, expenses and charges of every kind and nature relating to the Leased Premises, except debt service on any indebtedness of Landlord, which may arise or become due or payable prior to, during or after (but attributable to a period falling prior to or within) the Term of this Lease. Except as otherwise specifically provided in this Lease, Tenant’s obligation to pay Rent hereunder shall not terminate prior to the date definitely fixed for the expiration of the Term, and except as otherwise provided herein, the obligations of Tenant hereunder shall not be affected by reason of: any damage to or destruction of the Leased Premises or any part thereof, any taking of the Leased Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of Tenant’s use, possessionoccupancy or enjoyment of the Leased Premises or any part thereof, controlor any interference with such use, maintenanceoccupancy or enjoyment by any person or for any reason, alterationany matter affecting title to the Leased Premises, rebuildingany eviction by paramount title or otherwise, replacingany default by Landlord hereunder, repairthe impossibility, restoration impracticability or operation illegality of performance by Landlord, Tenant or both, any action of any Governmental Authority, Tenant’s acquisition of ownership of all or any part of the Leased Property, so long as Premises (unless this Lease shall be terminated by a writing signed by all persons having an interest in the Leased Property Premises), any breach of warranty or misrepresentation, or any part other cause whether similar or dissimilar to the foregoing and whether or not Tenant shall have notice or knowledge thereof is subject to and whether or not such cause shall be foreseeable. The parties intend that the obligations of Tenant under this Agreement, Lease shall be separate and Tenant expressly waives the right to perform any independent covenants and agreements and shall continue unaffected unless such action at the expense of Landlord obligations have modified or terminated pursuant to any lawan express provision of this Lease.

Net Lease. Except for costs that Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder has specifically agreed to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect pursuant to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the express terms of this AgreementLease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or Landlord shall not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment expenditure, incur any obligation or incur any liability of any kind hereunder or have any obligations whatsoever in connection with respect to this Lease, the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all Leased Premises or any part Impositions and (ii) it is expressly understood and agreed that this is a completely net lease intended to assure Landlord the Rent herein reserved on an absolutely net basis. Tenant hereby acknowledges and agrees that (i) except for the express provisions of this Lease pursuant to which Xxxxxx is entitled to a credit against or abatement of Rent, Landlord and Tenant have expressly negotiated that Xxxxxx's covenants to pay Rent under this Lease are separate and independent from Landlord's obligations hereunder, including any covenant to provide repairs, services and other amenities, if any, hereunder, or the occurrence of any event, occurrence or situation during the Term, whether foreseen or unforeseen and howsoever extraordinary or beyond the contemplation of the Leased PropertyParties, so long as the Leased Property or including any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord Down Times (whether pursuant to any lawAdditional Work or otherwise) and (ii) had the parties not mutually agreed upon the independent nature of Tenant’s covenants to pay all Rent hereunder, Landlord would have required a greater amount of Rent in order to enter into this Lease, if at all. AS SUCH, EXCEPT FOR THE EXPRESS PROVISIONS OF THIS LEASE PURSUANT TO WHICH TENANT IS ENTITLED TO A CREDIT AGAINST OR ABATEMENT OF RENT, TENANT WAIVES ANY RIGHT NOW OR HEREAFTER CONFERRED UPON IT AT LAW OR IN EQUITY TO ANY ABATEMENT, DEDUCTION, SUSPENSION, DEFERMENT, DIMINUTION OR REDUCTION OF, OR SET-OFF OR DEFENSE AGAINST ANY RENT AND ANY OTHER SUMS FOR WHICH TENANT IS OBLIGATED UNDER THIS LEASE ON ACCOUNT OF SUCH EVENT, HAPPENING, OCCURRENCE OR SITUATION.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this Master Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Agreement Master Lease shall be yield to Landlord the full amount or benefit of the installments of Rent and constitute what is generally referred to in Additional Charges throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred Term with respect toto each Facility subject to this Master Lease from time to time, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)fully set forth in Article IV and subject to any other provisions of this Master Lease which expressly provide for adjustment or abatement of Rent or other charges. If Landlord commences any proceedings for non-payment of Rent or Additional Charges, together with Tenant will not interpose any and all other assessments, charges, costs and expenses counterclaim or cross complaint or similar pleading of any kind nature or nature whatsoever related to, description in such proceedings unless Tenant would lose or associated with, waive such claim by the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; providedfailure to assert it. This shall not, however, that Landlord shall nonetheless be obligated construed as a waiver of Tenant’s right to assert such claims in a separate action brought by Tenant. The covenants to pay Landlord's personal income taxes with respect to the Rent and other amounts received hereunder are independent covenants, and Tenant shall have no right to hold back, offset or fail to pay any such amounts for default by Landlord under this Agreementor for any other reason whatsoever. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except Notwithstanding anything to the extent otherwise expressly provided contrary contained herein, in this Agreementthe event Landlord defaults on its obligation to fund a Capital Improvement pursuant to Section 10.2(b) and such failure is not cured by Landlord within thirty (30) days following receipt of Notice from Tenant of Landlord’s failure to make such payment, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and entitled to offset against the next subsequent payments of Rent the amount that Tenant's obligation Landlord was obligated to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property but failed to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating fund to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, Capital Improvement under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawSection 10.2.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes an sales, use and agree that both parties intend that leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment after delivery of the Equipment to Lessee and thereafter during the term of this Agreement Lease and any schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or advalorem tax return purposes only, Lessee shall include the Equipment on such returns as a "triple net" or "absolute net" leasemay be required, such that Tenant which returns shall be obligated hereunder timely filed by it. In any event, Lessee shall file all tax returns required for itself or Lessor and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be immediately paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what This Lease is generally referred to in the real estate industry as a "triple net" or "absolute net" net lease, such and Lessee acknowledges and agrees that Tenant shall be obligated hereunder Lessee's obligation to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein Rent hereunder and the business operated thereon rights of Lessor in and thereinto such Rent, shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination, modification or repudiation by Lessee or any abatement, reduction, setoff, defense, counterclaim or recoupment (collectively, "Abatements") for any reason or under any circumstance whatsoever, including, without limitation, all taxes Abatements due to any present or future claims of Lessee against Lessor, its successors and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind assigns whether under this Lease or nature whatsoever related to, or associated withotherwise, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant Manufacturer or any other Person for whatever reason. Lessee hereby waives any and all existing and future claims to any Abatement against such Rent, and agrees to pay all such Rent regardless of any Abatement which may be asserted in connection with this Lease, the Aircraft or otherwise. Except as otherwise expressly provided herein, this Lease shall not terminate, nor shall the obligations of Lessee be affected, by reason of any defect in or damage to, or any action taken with respect to this Agreement by any trustee loss or receiver of Tenant destruction of, the Aircraft or any other Person part thereof from whatsoever cause, or by any courtthe invalidity or unenforceability or lack of due authorization of this Lease or lack of right, in any such proceedings; (g) any right power or claim that Tenant has or might have against any Personauthority of Lessor to enter into this Lease, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreementcause, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable any present or unforeseeablefuture law or regulation to the contrary notwithstanding, it being the express intention of Lessor and Lessee that all Rent payable to Lessor hereunder shall be, and whether or continue to be, payable in all events unless and until the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. Notwithstanding the foregoing, the payment of Rent by Lessee hereunder shall not Tenant shall have notice or knowledge constitute a waiver of any of the foregoing. Except as specifically set forth in this Agreementdefense, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now offset or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable counterclaim hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and It is the intention of the parties hereto that the obligations of Tenant acknowledge and agree that both parties intend that this Agreement hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs independent covenants and expenses incurred with respect toagreements, and associated withthat any Base Rent, the Leased Property Rent Adjustments, and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any other items of Rent and all other assessmentssums payable by Tenant hereunder shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated pursuant to the an express provision of this Lease or by operation of law. This is a net lease and Base Rent, Rent Adjustments, Impositions, and all other items of Rent and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-offrecoupment, deduction or defense and without abatement, suspension, deferment, diminution diminution, deduction, reduction or reduction defense, except as otherwise specifically set forth herein. Tenant shall enforce any rights against Landlord in an independent action. This Lease shall not terminate, and that Tenant's obligation Tenant shall not have any right to pay Rent throughout terminate this Lease, during the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or (except as otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any expressly provided herein). Except as provided under bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceedings relating to proceeding affecting Landlord, Tenant or any other Person or agrees that, except as otherwise expressly provided herein, it shall not take any action taken to terminate, rescind or avoid this Lease notwithstanding (i) the exercise of any remedy, including foreclosure, under any mortgage (subject to Tenant’s non-disturbance rights), (ii) any action with respect to this Agreement Lease which may be taken by any trustee Landlord under the Federal Bankruptcy Code or receiver otherwise, (iii) the taking of Tenant the Premises or any other Person portion thereof (except as specifically provided in Article 15 hereof), (iv) the prohibition or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor restriction of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any Tenant’s use of the terms of this Agreement, or of Premises under any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law laws or otherwise against or by Tenant or any provision hereof; (j) unless attributable to the impossibility intentional misconduct of performance by Tenant or Landlord, or both; (kv) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment destruction of the Leased Property Premises or otherwise; or any portion thereof. Landlord and Tenant agree that this Lease is a true lease and does not represent a financing agreement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (mincluding income tax filings) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, a manner consistent with “true lease” treatment rather than “financing” treatment to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, law and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawapplicable accounting principles.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable noncancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord It is the purpose of this Lease and intent of City and Tenant acknowledge and agree that both parties intend all Rent will be absolutely net to City, so that this Agreement shall be and constitute what is generally referred Lease yields to in City the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay full amount of the Rent at all costs and expenses incurred with respect to, and associated with, times during the Leased Property and all personal property thereon and therein and the business operated thereon and therein, includingTerm, without limitationdeduction, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related toabatement, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreementoffset. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided set forth in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in under no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoingcircumstances, whether foreseeable now existing or unforeseeablelater arising, and whether or not Tenant shall have notice or knowledge of any beyond the present contemplation of the foregoing. Except as specifically set forth in this AgreementParties, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord will City be expected or required to incur any expense or make any payment of any kind hereunder or have any obligations with respect to this Lease or Tenant’s use or occupancy of the usePremises or Common Areas, possessionincluding any Improvements. Without limiting the foregoing, controlbut except as expressly provided to the contrary in this Lease, Tenant will be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which City would otherwise be or become liable by reason of City’s estate or interests in the Premises, Common Areas and any Improvements, any rights or interests of City in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use, or operation occupancy of all the Premises or Common Areas, any Improvements, or any part portion thereof, but Tenant will not be liable for broker fees and marketing costs incurred by City. No occurrence or situation arising during the Term, and no obligations under any Legal Requirements, whether foreseen or unforeseen, and however extraordinary, will relieve Tenant from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or otherwise relieve Tenant from any part thereof is subject to of its obligations under this AgreementLease, and or give Tenant expressly waives the any right to perform terminate this Lease in whole or in part, except as otherwise expressly provided in this Lease. Tenant waives any rights now or later conferred upon it by any existing or future Legal Requirements to terminate this Lease or to receive any abatement, diminution, reduction, or suspension of payment of such action at the expense sums, on account of Landlord pursuant to any lawoccurrence or situation, provided that this waiver will not affect or impair any right or remedy expressly provided Tenant under this Lease.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement The Lease shall be and constitute what is generally referred absolutely net to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect toLandlord, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes have no obligations with respect to the Project except as expressly set out in the Lease. All Basic Rent and other amounts received Additional Rent (as defined in the Lease) shall be payable monthly in advance by Landlord under this AgreementTenant without deduction, set-off or abatement for any reason whatsoever. Except as expressly hereinabove providedIn addition to payment of Basic Rent, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitationresponsible for: (a) any defect Tenant’s Proportionate Share of all Operating Costs (as defined and as calculated in accordance with the Lease) being all costs incurred in the conditionoperation, merchantabilitymaintenance, designrepair, quality or fitness for use replacement, administration and management of the Leased Property Project (including insurance and Capital Taxes, but only to the extent payable by, or assessed against, Landlord, any Person acting on behalf of Landlord and/or any other Person who owns a legal or beneficial interest in the Project or any part thereof, or it being acknowledged that, as at the failure of the Leased Property to comply with Applicable Lawsdate hereof, including any inability to occupy or use the Leased Property by reason of such non-complianceLandlord does not pay Capital Tax); (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction Tenant’s share of or any requisition or taking of Realty Taxes (as defined and as calculated in accordance with the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased PropertyLease); (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including evictionutilities; (d) a Management Fee of up to five percent (5%) of Tenant’s Proportionate Share of gross amounts received or receivable by Landlord in respect of the Project for all items, including all such items as are included in the Lease as Rent, assuming full occupancy and disregarding any defect reduction, limitation, deferral or abatement of any amounts in title to or rights to the Leased Property or any lien on such title or rights to the Leased Propertynature of Rent; (e) all maintenance, repairs and replacements required to the Premises, and (f) such other amounts, costs or charges as are required to be paid by Tenant pursuant to any change, waiver, extension, indulgence or other action or omission or breach provision of the Lease. The capitalized terms herein shall have the meaning ascribed to them in the Lease. The parties agree that Landlord has estimated that Tenant’s obligations hereunder in respect of any obligation Operating Costs, Management Fee and Realty Taxes for the year 2009 would be approximately Four Dollars and Fifty-Nine Cents ($4.59) per square foot of the Rentable Area of the Premises; it is understood that this estimate by Landlord is a bona fide estimate made by Landlord as of January 1, 2009, but that it is not intended by Landlord to be relied upon by Tenant and is not binding and does not impose liabilities on Landlord or liability affect Tenant’s obligations hereunder. For clarity, it is acknowledged and agreed by the parties hereto that the foregoing estimate of Operating Costs does not include the cost for provision of janitorial services within the Premises, nor does it include the cost of providing gas and hydro to the Premises. Tenant shall be responsible, at its sole cost and expense, using reputable contractors which have first received Landlord’s written consent, for the provision of janitorial services to the Premises in accordance with Building Standard. As at the date hereof, the Premises are separately metered for the consumption of hydro and gas only and, accordingly, the aforementioned estimate of Operating Costs includes Tenant’s Proportionate Share of the cost of supplying water to the Premises. On or by any Person; (f) any bankruptcybefore the Commencement Date, insolvencyTenant shall be required to install, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any courtat Tenant’s expense, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for accordance with the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any applicable provisions of the terms Lease, a separate meter or meters to measure the consumption of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation water in the usePremises and, possession or quiet enjoyment thereafter, the estimate of Operating Costs shall be revised accordingly. From and after the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar Commencement Date, gas, water and hydro consumption to the foregoing, whether foreseeable or unforeseeable, Premises will be measured by way of separate meters and whether or not Tenant shall have notice or knowledge of any of pay the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, cost thereof directly to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction supplier of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawsame.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that that, except as otherwise expressly provided in this Agreement, Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, lease payments on leased personal property, insurance costs, service agreement fees and costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)) and all costs and expenses for, under and with respect to the Management Agreement together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt serviceservice and Excluded Impositions; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent Rents and other amounts received by Landlord under this Agreement. Except as expressly hereinabove herein provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitationlimitation by: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including any lawful eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person (other than Landlord) or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person (other than Landlord) or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord (other than a monetary default), or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord)Property; (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Tenant's rights in the event of any act or omission by Landlord constituting gross negligence or willful misconduct. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable noncancellable by Tenant for any reason whatsoever and, and except as expressly provided in this Agreement Agreement, Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and except as specifically set forth in this Agreement, Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (a) this Lease is, and is intended to be, what is commonly referred to as a “net, net, net” or “triple net” lease, and (b) the Rent shall be paid absolutely net to Landlord, without notice or demand (except as otherwise expressly set forth herein), and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, “Set-Off Rights”), except to the extent otherwise expressly permitted hereunder, so that this Agreement Lease shall be yield to Landlord the full amount or benefit of the installments of Base Rent and constitute what is generally referred to in Tenant’s Proportionate Share of all Additional Rent throughout the real estate industry as a "triple net" or "absolute net" leaseTerm, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)fully set forth in Article V and subject to any other provisions of this Lease that expressly provide for the adjustment or abatement of Rent. Except as otherwise expressly set forth in this Lease, together with Tenant assumes full responsibility for the condition, use, operation and maintenance of the Demised Premises, and Landlord shall have no responsibility or liability therefor. If Landlord commences any and all other assessmentsproceedings for nonpayment of Rent, charges, costs and expenses Tenant shall not interpose any counterclaim or cross claim or similar pleading of any kind nature or nature whatsoever related todescription in such proceedings (nor move or agree to consolidate in such proceedings any claim by Tenant in any other proceedings) unless the failure to interpose such counterclaim, cross claim or associated withsimilar pleading would result in a waiver thereof. The obligations of Tenant hereunder are separate and independent covenants, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord Tenant shall nonetheless be obligated to pay Landlord's personal income taxes have no Set-Off Rights with respect to the Rent and other amounts received such obligations for any claimed or actual default or breach by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of for any type or nature with respect to, or associated with, the Leased Property. Except other reason whatsoever except to the extent otherwise expressly provided in this Agreementfor hereunder. For the avoidance of doubt, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without noticenot have, demandand hereby expressly and absolutely waives, counterclaimrelinquishes, setand covenants not to assert, accept or take advantage of, any right to deposit or pay with or into any court or other third-offparty escrow, deduction depository account or defense and without abatementtenant account any disputed Rent, suspension, deferment, diminution or reduction and that any Rent pending resolution of any other dispute or controversy with Landlord. Tenant's ’s obligation to pay Rent throughout the Term and under this Lease shall not be affected by any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities collection of rents by any Governmental Authority pursuant to a tax lien or otherwise. All Rent payable by Tenant and Landlord hereunder under this Lease shall in no way be released, discharged or otherwise affected constitute “rent” for any reason, all purposes (including without limitation: (aSection 502(b)(6) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereofUnited States Bankruptcy Reform Act of 1998, or as amended (the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord“Bankruptcy Code”); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law).

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. Al1 taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales, franchise, gross receipt, use and leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or ad valorem tax return purposes only, Lessee shall include the Equipment on such returns as a "triple net" or "absolute net" leasemay be required, such that Tenant which returns shall be obligated hereunder timely filed by it. In any event, Lessee shall file all tax returns required for itself or Lessor and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be immediately paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what (a) This Lease is generally referred to in the real estate industry as a "triple net" net lease and, any present or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect future law to the Rent and other amounts received by Landlord under this Agreement. Except contrary notwithstanding, shall not terminate except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreementherein, it is agreed and intended that Rent payable hereunder by nor shall Tenant shall be paid without noticeentitled to any abatement, demandreduction, counterclaimdiminution, set-off, counterclaim, defense (except for the defense that the performance or payment has been made) or deduction with respect to any Basic Rent, Additional Rent or defense and without abatementother sums payable hereunder, suspensionnor shall Tenant be excused from the performance of its obligations hereunder, deferment, diminution by reason of: any damage to or reduction and that Tenant's obligation to pay Rent throughout destruction of the Term and Premises or any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) portion thereof; any defect in the condition, merchantability, design, quality operation or fitness for use of the Leased Property Premises or any portion thereof; any taking of the Premises or any part thereofthereof by condemnation or otherwise; any prohibition, limitation, interruption, cessation, restriction or the failure prevention of Tenant's use, occupancy or enjoyment of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereofPremises, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with such use, occupancy or enjoyment by any use of the Leased Property or person; any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such eviction by paramount title or rights to otherwise; any default by Landlord hereunder or under any other agreement; the Leased Propertyimpossibility or illegality of performance by Landlord, Tenant or both; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; governmental authority (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord changes in Legal Requirements); construction on or renovation of the Premises; or any vendorfailure in the Premises to comply with applicable laws, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord Legal Requirements, or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing. All costs, whether foreseeable or unforeseeable, expenses and whether or not Tenant shall have notice or knowledge obligations of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason every kind and nature whatsoever and, except as expressly provided in this Agreement Tenant, relating to the extent now Premises and the appurtenances thereto and the use and occupancy thereof which may arise or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent become due and payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration period which ends on the expiration or operation of all or any part earlier termination of the Leased Property, so long as Term in accordance with the Leased Property provisions hereof (whether or any part thereof not the same shall become payable during the Term or thereafter) shall be paid by Tenant. It is subject the purpose and intention of the parties to this AgreementLease 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 provided in this Lease. The parties intend that the obligations of Tenant expressly waives the right to perform any hereunder shall be separate and independent covenants and agreements and shall continue unaffected unless such action at the expense of Landlord obligations shall have been modified or terminated pursuant to any lawan express provision of this Lease.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that Except as provided below, this Agreement Lease shall be and constitute what is generally referred deemed to in the real estate industry as be a "triple net" or "absolute net" lease, such that and Tenant shall be obligated hereunder pay, as provided herein, all Impositions (as hereinafter defined). Tenant shall pay to pay all costs and expenses incurred with respect toLandlord, and associated withabsolutely net throughout the Term, the Leased Property Base Rent and all personal property thereon and therein other payments hereunder, free of any charges, assessments, impositions or deductions of any kind, and, except as contemplated by the Development Agreement and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes ESA with respect to the Rent cost of construction, maintenance, service, repair, ownership, and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use operation of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreementenergy production facility, under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations whatsoever relating to the Project Site. As used herein, "Impositions" shall mean all operating, maintenance, repair and improvement costs and insurance premiums owing with respect to the useimprovements being constructed by Tenant, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part in accordance with the terms of the Leased Development Agreement and the ESA, on the Project Site (collectively, the "Improvements") and the property being installed by Tenant, in accordance with the terms of the Development Agreement and the ESA, on, in or under the Landlord's Property (collectively, the "Additional Property") and all taxes, so long as levies and assessments; use and occupancy taxes; water and water assessments, fees and use charges; charges for public utilities; excises; levies; license and permit fees; transit taxes; real estate taxes; taxes on rentals; intangible and other personal property taxes; business and occupation taxes; gross sales taxes; occupational license taxes; and all other governmental impositions and charges of every kind and nature whatsoever, whether the Leased Property same are extraordinary or ordinary, general or special, or unforeseen or foreseen, which at any part thereof time from and after the date hereof shall be or become due and payable, but shall not include any general income taxes or franchise fees assessed against Landlord; provided, however, that notwithstanding the foregoing, nothing herein is subject intended to this require Tenant to pay any charges, fees, costs or expenses that Landlord is required to pay under the ESA or the Development Agreement, and Tenant expressly waives the right term "Impositions" shall not be deemed to perform include any of such action at the expense of Landlord pursuant to any lawcharges, fees, costs or expenses.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes (and similar taxes) with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. This is an absolutely net lease, and, except as otherwise specifically provided in Section 11 or 12 of this Lease, this Lease shall not terminate nor shall Tenant have any, right to terminate this Lease; nor shall Tenant be entitled to any abatement, deduction, deferment, suspension or reduction of, or setoff, defense or counterclaim against, any rentals, charges, or other sums payable by Tenant under this Lease; nor shall the respective obligations of Landlord and Tenant acknowledge be otherwise affected by reason of damage to or destruction of the Leased Premises from whatever cause, any taking by condemnation, eminent domain or by agreement between Landlord and agree that both parties intend that this Agreement shall be and constitute what is generally referred those authorized to in the real estate industry as a "triple net" or "absolute net" lease, exercise such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated withrights, the lawful or unlawful prohibition of Tenant's use of the Leased Property and all personal property thereon and therein and Premises, the business operated thereon and thereininterference with such use by any persons, includingcorporations or other entities, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses or by reason of any kind or nature whatsoever related toeviction by paramount title, or associated with, by reason of Tenant's acquisition of ownership of the Leased Property and the business operated thereon and thereinPremises otherwise than pursuant to an express provision of this Lease, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received or by reason of any default or breach of any warranty by Landlord under this Agreement. Except as expressly hereinabove provided, Lease or any other agreement between Landlord shall bear no cost or expense of any type or nature with respect toand Tenant, or associated withto which Landlord and Tenant are parties, the Leased Property. Except or for any other cause whether similar or dissimilar to the extent otherwise expressly provided in this Agreementforegoing, any Laws to the contrary notwithstanding; it is agreed being the intention that the obligations of Landlord and intended Tenant hereunder shall be separate and independent covenants and agreements and that Rent the Minimum Rental, additional rent and all other charges and sums payable hereunder by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be paid without noticeterminated or abated pursuant to the express provisions of this Lease; and Tenant covenants and agrees that it will remain obligated under this Lease in accordance with its terms, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation it will not take any action to pay Rent throughout terminate, cancel, rescind or void this Lease, notwithstanding the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding up or other like proceedings relating to Tenant affecting Landlord or any other Person assignee of, or successor to Landlord, and notwithstanding any action taken with respect to this Agreement Lease that may be taken by any a trustee or receiver of Tenant Landlord or any other Person assignee of, or successor to, Landlord or by any court, court in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawproceeding.

Net Lease. Landlord Without limiting the provisions of Section 4.4 of this Lease, the Annual Base Rent and Tenant acknowledge and agree that both parties intend that this Agreement any Additional Rent payable to Lessor hereunder shall be absolutely net to Lessor and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, assertion of any counterclaim, set-offsetoff, deduction or defense and without any abatement, suspension, defermentdeferment or reduction, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall except only as otherwise expressly provided in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms Section 17 of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingLease. Except as specifically set forth provided otherwise in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions conditions, whether now existing or hereafter arising, and whether within or beyond the present contemplation of the parties, shall Landlord Lessor be expected or required to make any payment of any kind hereunder or have incur any obligations obligation whatsoever with respect to the usePremises, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation otherwise have any obligation or liability with respect to the Premises; provided that the foregoing shall not be construed to require Lessee (i) to perform any obligations of all Lessor under any contract or agreement entered into by Lessor with any third party to which Lessee or any part Affiliate of Lessee is not a party, or (ii) to pay or reimburse Lessor for any costs or expenses incurred by Lessor in connection with the making of any Lessor Transfer, or (iii) require Lessee to assume any liability for any obligations of Lessor arising under any Lessor Transfer or otherwise incurred by Lessor under or in connection with such Lessor Transfer, including payment of debt service on any obligation secured by any Fee Mortgage (the items referred to in clauses (i), (ii) and (iii) above shall be referred to collectively herein as the “Lessor Transfer Obligations”), provided that (A) the foregoing shall not be construed to relieve Lessee from complying with and performing any express obligations of Lessee under this Lease that may also constitute covenants or obligations of Lessor under any such contract or agreement entered into by Lessor with any third party or under any Lessor Transfer, and (B) Lessee agrees to comply with any other requirements imposed on Lessor under any such contract or agreement entered into by Lessor with any third party or under any Lessor Transfer with respect to the operation or condition of the Leased Property, Hotel so long as the Leased Property such requirements are not in any manner or to any part thereof is subject degree inconsistent with Lessee’s rights or obligations under this Lease, cause no additional cost or expense to this AgreementLessee, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant do not expose Lessee to any lawadditional liability. Without limiting the generality of the Lessee obligations referred to in the preceding sentence, Lessee shall be obligated to pay any real property tax increases and assessments that may result from any Lessor Transfer.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what This Lease is generally referred to in the real estate industry as a "triple netnet lease." or "absolute net" leaseAccordingly, such that Tenant shall be obligated hereunder pay to pay City all costs Rent (including the Base Rent, Percentage Rent, Additional Charges and expenses incurred with respect toany other payments under this Lease) free of any charges, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, includingassessments or deductions of any kind, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense prior demand and without abatement, suspension, deferment, diminution counterclaim or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in setoff. Under no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoingcircumstances, whether foreseeable now existing or unforeseeablehereafter arising, and whether or not Tenant shall have notice or knowledge of any beyond the present contemplation of the foregoing. Except as specifically set forth in this AgreementParties, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord City be expected or required to make any payment of any kind hereunder or have any obligations whatsoever with respect to Xxxxxx's use or occupancy of the usePremises and any permitted Improvements or this Lease, possessionexcept as may otherwise be expressly set forth herein. Without limiting the foregoing, controlTenant shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which City would otherwise be or become liable by reason of its estate or interests in the Premises and any Improvements, any rights or interests of City in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all the Premises, any permitted Improvements, or any part portion thereof. Except as may be specifically and expressly provided otherwise in this Lease, no occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Tenant from any part thereof is subject to of its obligations under this AgreementLease, and or shall give Tenant expressly waives the any right to perform terminate this Lease in whole or in part. Tenant waives any rights now or hereafter conferred upon it by any existing or future Law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of such sums, on account of any such action at the expense of Landlord pursuant to any lawoccurrence or situation.

Net Lease. A. Landlord and Tenant acknowledge and agree that both parties intend (i) this Lease is, and is intended to be, what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Agreement Lease shall yield to Landlord the full amount or benefit of the installments of Base Rent, Real Estate Taxes and all other Rent throughout the Term with respect to the entire Premises, all as more fully set forth in Section 5. All of the costs, expenses, responsibilities and obligations of every kind and nature whatsoever foreseen and unforeseen relating to the condition, use, operation, management, maintenance, repair, restoration and replacement of the Premises and all improvements and appurtenances related thereto or any part thereof shall be performed and constitute what is generally referred paid by Tenant, and Landlord shall have no responsibility or liability therefor. The covenants to in the real estate industry as a "triple net" or "absolute net" leasepay Base Rent, such that Real Estate Taxes and all other Rent hereunder are independent covenants, and Tenant shall be obligated hereunder have no right to hold back, offset, deduct, credit against or fail to pay all costs in full any such amounts for claimed or actual default or breach by Landlord of whatsoever nature, for force majeure or for any other reason whatsoever. For the avoidance of doubt, Tenant shall not have, and expenses incurred hereby expressly and absolutely waives, relinquishes, and covenants not to assert, accept or take advantage of, any right to deposit or pay with or into any court or other third-party escrow, depository account or tenant account with respect toto any disputed Rent, and associated with, the Leased Property or any Rent pending resolution of any other dispute or controversy with Landlord. Tenant hereby expressly waives any and all personal property thereon and therein and the business operated thereon and thereindefenses it may have at law or in equity to payment of Rent, including, without limitation, all taxes and assessmentsbased on any theories of frustration of purpose, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related toimpossibility, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Except as expressly provided herein, this is an absolutely net lease to Landlord. It is the intent of the parties hereto that the Base Rent payable under this Lease shall be an absolutely net return to Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, relating to the ownership and associated with, operation of the Leased Property and all personal property thereon and therein Premises and the business operated thereon and carried on therein, includingunless otherwise expressly provided to the contrary in this Lease. Any amount or obligation relating to the Premises that is not expressly declared (under this Lease) to be that of Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant, without limitationat Tenant’s expense. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, that the Leased Property Base Rent and the business operated thereon Additional Rent shall continue to be payable in all events, and thereinthat the obligations of Tenant hereunder shall continue unaffected in all events, other than Landlord's financing costs unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. Notwithstanding anything to the contrary contained above in this Section 2.4, Tenant retains a separate and expenses and related debt serviceindependent right to xxx Landlord or seek equitable remedies against Landlord with respect to any claim Tenant may have against Landlord or in any way relating to this Lease or the Premises; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove providedany judgment, Landlord shall bear no cost order or expense injunction or equitable relief granted in favor of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall not xxxxx, be paid without notice, demand, counterclaim, set-offoff against, deduction reduce or defense and without abatement, suspension, deferment, diminution or reduction and that otherwise affect Tenant's ’s obligation to pay Base Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be releasedor Additional Rent or terminate or suspend this Lease or reduce, discharged defer or otherwise affected for affect any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable ’s obligations hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement Lease shall be and constitute what is generally referred to in the real estate industry as a "“triple net" ” or "“absolute net" ” lease, such that that, except as otherwise expressly set forth herein, Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all rent and other charges due and payable under any ground lease or sublease encumbering the Land, all taxes and assessments, utility charges, insurance costs, maintenance costs and routine and customary repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property Property, the use, occupation or operation thereof, and the business Business operated thereon and therein, other than Landlord's ’s financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal ’s federal, state and local income taxes, other taxes on income or net worth, franchise taxes, margin taxes, capital, estate, succession, inheritance, value added or transfer taxes of Landlord or similar taxes or charges or substitutes therefor with respect to the Rent and other amounts received by Landlord under this AgreementLease. Except as expressly hereinabove providedprovided in this Lease, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property, or the use, occupation or operation thereof. Except to the extent otherwise expressly provided in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-set off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's ’s obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-non compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien Lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) subject to Section 12.7 hereof, any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this AgreementLease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement Lease by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementLease, this Agreement Lease shall be non-cancellable non cancelable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Lease Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this AgreementLease, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that Notwithstanding any other term or provision of this Agreement shall be and constitute what is generally referred to in Lease or any of the real estate industry as a "triple net" or "absolute net" leaseother Operative Agreements, such that Tenant shall be obligated hereunder the obligations of Lessee to pay all costs amounts payable pursuant to this Lease (including specifically and expenses incurred with respect towithout limitation amounts due and payable under Articles 5 (Economic Termination; Substitution), 6 (Basic Rent and associated withAdditional Rent), the Leased Property 7 (Insurance), 8 (Use; Requirements of Applicable Law), 14 (Damage or Destruction), 15 (Condemnation) and 20 (Rights Upon Default) and all personal property thereon amounts which are Additional Rent) shall be absolute and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with unconditional under any and all other assessmentscircumstances, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord such amounts shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except paid without notice (except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this AgreementLease), it is agreed and intended that Rent payable hereunder by Tenant shall be paid without noticedemand (except as expressly provided in this Lease), demand, counterclaimdefense (except the defense of prior payment or manifest error), set-off, deduction or defense counterclaim and without abatement, suspension, deferment, diminution or reduction of any kind whatsoever. To the extent not expressly prohibited by Applicable Law, Lessee waives all rights now or hereafter conferred upon it by Applicable Law or otherwise to quit the Leased Property (except as expressly provided in Articles 5, 14 and that Tenant's 15 of this Lease), to terminate or surrender this Lease (except as expressly provided in Articles 5, 14 and 15 of this Lease), or to any abatement, deferment, diminution or reduction of any Rent payable hereunder. This Lease is a net lease and the obligation of Lessee to lease and pay Rent for the Leased Property is without any warranty or representation, express or implied, as to any matter whatsoever on the part of Lessor, Indenture Trustee, any Participant or any of their respective Affiliates, or any other Person, whether or not acting on behalf of any of them. The performance by Lessee of its obligations hereunder including, without limitation, the obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder Rent, shall in no way not be released, discharged or otherwise affected by any circumstances whatsoever, including any notice, deduction, suspension, deferment, diminution, abatement, reduction, set-off, defense (other than the defense of prior payment or manifest error), counterclaim or recoupment whatsoever, or any right to any thereof (including due to any past, present or future claims of Lessee against Lessor or any other Person for any reasonreason whatsoever); nor shall this Lease terminate (except as expressly provided in Articles 5, 14 and 15 of this Lease), nor shall any of the obligations of Lessee to pay Rent and/or any other amounts payable by Lessee hereunder from time to time be otherwise released, discharged or affected by reason of any circumstance of any character, including without limitation: (ai) any defect in or failure of the conditiontitle, merchantability, condition, design, quality engineering, compliance with specifications, operation, or any defect in or lack of fitness for use of all or any portion of the Leased Property, (ii) any damage to, or loss of, or loss of the use of, or destruction or theft of, or abandonment, dismantling, salvage, scrapping or removal of, all or any part of the Leased Property or any part thereof, or from any cause whatsoever, the failure prohibition of the Leased Property to comply with Applicable Laws, including any inability to occupy use or use the Leased Property possession by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of Lessee or any requisition other Person of, or taking of any ouster or dispossession by paramount title or otherwise of, the Leased Property or any part thereof, (iii) any interruption or interference with, or cessation in, the use or possession of all or any environmental condition on portion of the Leased Property by any Person for any reason whatsoever or of whatever duration, (iv) any change, waiver, extension, indulgence or other action or omission in respect of any duty, obligation or liability of Lessor, Indenture Trustee, any Participant, or any property in the vicinity of the Leased Property; their respective Affiliates, any tenant, sublessee or assignee (cwhether or not permitted under Article 9 hereof), or any other Person, whether or not acting on behalf of any of them, (v) any restriction, prevention or curtailment of or interference with any use of all or any part of the Leased Property or any part thereofright, including eviction; title, estate or interest in any of the foregoing, (dvi) the invalidity, disaffirmance, contractual prohibition or unenforceability of this Lease, any of the other Operative Agreements, or any agreement, document, instruction or certificate related thereto, (vii) any defect in title to failure by Lessor, Indenture Trustee, any Participant, any of their respective Affiliates, any tenant, sublessee or rights to the Leased Property assignee (whether or not permitted under Article 9 hereof) or any lien other Person to perform any of its or their obligations contained herein or in any of the other Operative Agreements, or by reason of any Liens on such title all or rights to any part of the Leased Property; , (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (fviii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, moratorium, liquidation or other like proceedings proceeding relating to Tenant Lessee, Lessor, Indenture Trustee, any Participant, any of their respective Affiliates, any tenant, sublessee or assignee (whether or not permitted under Article 9 hereof), or any other Person Person, whether or not acting on behalf of any of them, or any action taken with respect to this Agreement Lease or any of the other Operative Agreements by any trustee trustee, receiver or receiver of Tenant or like Person with respect to any other Person such Person, or by any courtcourt or other tribunal, in any such proceedings; (gix) any right or claim that Tenant Lessee has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of Person or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing, (x) any lack of right, power or authority of Lessee, Lessor, Indenture Trustee, any Participant or any other Person to enter into this Lease or any of the other Operative Agreements or any agreement, document, instrument or certificate relating thereto or to any of the transactions contemplated by any thereof or to perform any of the duties, obligations or liabilities hereunder or thereunder or consummate any of such transactions, (xi) any doctrine of force majeure, impossibility, frustration or failure of consideration, (xii) the breach, default or failure of any warranty or representation, if any, made by Lessor in this Lease or by Lessor, Indenture Trustee, any Participant or any other Person in any of the other Operative Agreements, or any agreement, document, instrument or certificate delivered in connection with any thereof, whether foreseeable by Lessee, Lessor, Indenture Trustee, any Participant or unforeseeableany other Person, or (xiii) any other event, circumstance or happening whatsoever, whether similar or dissimilar to any of the foregoing, and whether or not Tenant Lessee shall have notice or knowledge of any such event, circumstance or happening, it being the intention of the foregoing. Except as specifically set forth parties hereto that all Rent and all other amounts payable by Lessee hereunder from time to time shall continue to be payable in this Agreement, this Agreement all events in the manner and at the times herein provided unless the obligation to pay the same shall be non-cancellable terminated pursuant to the express provisions of this Lease. In that connection, to the extent not expressly prohibited by Tenant for Applicable Law, Lessee hereby waives any reason whatsoever andand all rights, powers and remedies which it may now have or which may at any time hereafter be conferred upon it, by Applicable Law or otherwise, to terminate, cancel, quit or surrender this Lease (except as expressly provided in Articles 5, 14 and 15 of this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement Lease) or to effect or claim any diminutionabatement, abatement diminution or reduction of Rent and all other amounts payable by Lessee from time to time hereunder. Except Lessee agrees that if, for any reason whatsoever, this Lease shall be terminated or suspended in whole or in part by operation of Applicable Law or otherwise, except as specifically set forth provided herein, Lessee will nonetheless pay an amount equal to each installment and payment of Rent payable by Lessee hereunder from time to time as and at the time such payment would have become due and payable in accordance with the terms and provisions hereof had this Lease not been terminated or suspended in whole or in part. All covenants, agreements and undertakings of Lessee herein and in the other Operative Agreements shall be performed, complied with, discharged and satisfied at Lessee's sole cost, expense and risk unless expressly stated otherwise herein or therein, as the case may be. Nothing in this Agreement, under no circumstances Section 2.2 or conditions elsewhere in this Lease shall Landlord be expected or required to make any payment construed as a guaranty by Lessee of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as residual value in the Leased Property or as a guaranty of the Notes. Lessee's covenant to pay Rent, as provided in Article 6, shall be absolute and irrevocable as provided in this Section 2.2, and shall not affect Lessee's right, at Applicable Law, in equity or otherwise, to enforce the obligations of Lessor under this Lease or the obligations of Lessor, Indenture Trustee, any part thereof is Participant, any of their respective Affiliates or any other Person under any of the other Operative Agreements, subject to this Agreementthe applicable terms hereof or thereof, and Tenant expressly waives as the right to perform any such action at the expense of Landlord pursuant to any lawcase may be.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (a) this Lease is, and is intended to be, what is commonly referred to as a “net, net, net” or “triple net” lease, and (b) the Rent shall be paid absolutely net to Landlord, without notice or demand (except as otherwise expressly set forth herein), and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, “Set-Off Rights”), except to the extent otherwise expressly permitted hereunder, so that this Agreement Lease shall be yield to Landlord the full amount or benefit of the installments of Base Rent (including Replacement Base Rent) and constitute what is generally referred to in Tenant’s Proportionate Share of all Additional Rent throughout the real estate industry as a "triple net" or "absolute net" leaseTerm, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)fully set forth in Article V and subject to any other provisions of this Lease that expressly provide for the adjustment or abatement of Rent. Except as otherwise expressly set forth in this Lease, together with Tenant assumes full responsibility for the condition, use, operation and maintenance of the Demised Premises, and Landlord shall have no responsibility or liability therefor. If Landlord commences any and all other assessmentsproceedings for nonpayment of Rent, charges, costs and expenses Tenant shall not interpose any counterclaim or cross claim or similar pleading of any kind nature or nature whatsoever related todescription in such proceedings (nor move or agree to consolidate in such proceedings any claim by Tenant in any other proceedings) unless the failure to interpose such counterclaim, cross claim or associated withsimilar pleading would result in a waiver thereof. The obligations of Tenant hereunder are separate and independent covenants, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord Tenant shall nonetheless be obligated to pay Landlord's personal income taxes have no Set-Off Rights with respect to the Rent and other amounts received such obligations for any claimed or actual default or breach by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of for any type or nature with respect to, or associated with, the Leased Property. Except other reason whatsoever except to the extent otherwise expressly provided in this Agreementfor hereunder. For the avoidance of doubt, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without noticenot have, demandand hereby expressly and absolutely waives, counterclaimrelinquishes, setand covenants not to assert, accept or take advantage of, any right to deposit or pay with or into any court or other third-offparty escrow, deduction depository account or defense and without abatementtenant account any disputed Rent, suspension, deferment, diminution or reduction and that any Rent pending resolution of any other dispute or controversy with Landlord. Tenant's ’s obligation to pay Rent throughout the Term and under this Lease shall not be affected by any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities collection of rents by any Governmental Authority pursuant to a tax lien or otherwise. All Rent payable by Tenant and Landlord hereunder under this Lease shall in no way be released, discharged or otherwise affected constitute “rent” for any reason, all purposes (including without limitation: (aSection 502(b)(6) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereofUnited States Bankruptcy Reform Act of 1998, or as amended (the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord“Bankruptcy Code”); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law).

Net Lease. The Rent shall be absolutely net to Landlord and Tenant acknowledge and agree that both parties intend so that this Agreement shall be and constitute what is generally referred yield to in Landlord the real estate industry as a "triple net" full amount of the installments or "absolute net" leaseamounts of the Rent throughout the Term, such that Tenant shall be obligated hereunder subject to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, any other provisions of this Agreement which expressly provide otherwise (including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than i) Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated ’s obligations to pay Real Estate Taxes pursuant to Section 3.4, (ii) Landlord's personal income taxes with respect ’s obligations to fund the Replacement Reserve Account pursuant to Section 5.2(a) and (iii) those provisions for adjustment, refunding or abatement of such Rent and other amounts received by Landlord under this Agreementfor the funding of Landlord’s obligations pursuant to Section 14.3). Except as expressly hereinabove providedThis Agreement is a net lease and, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except except to the extent otherwise expressly provided specified in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's ’s obligation to pay Rent all such amounts, throughout the Term and any all applicable Extended Term Renewal Terms, is absolute and unconditional and and, except to the extent otherwise expressly specified in this Agreement, the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with all Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliancenoncompliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition conditions on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, thereof including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person Person, or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person Person, or by any court, in any such proceedingsproceeding; (g) any right or claim that Tenant has or might have against any Person, including, including without limitation, limitation Landlord (other than a monetary default) or any vendor, manufacturer or manufacturer, contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord)Property; (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Tenant’s rights in the event of any act or omission by Landlord constituting gross negligence or willful misconduct. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Agreement, Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord It is the purpose of this Lease and intent of Port and Tenant acknowledge and agree that both parties intend all Rent shall be absolutely net to Port, so that this Agreement Lease shall be and constitute what is generally referred yield to in Port the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay full amount of the Rent at all costs and expenses incurred with respect to, and associated with, times during the Leased Property and all personal property thereon and therein and the business operated thereon and therein, includingTerm, without limitationdeduction, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind abatement or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreementoffset. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided set forth in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in under no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoingcircumstances, whether foreseeable now existing or unforeseeablehereafter arising, and whether or not Tenant shall have notice or knowledge of any beyond the present contemplation of the foregoing. Except as specifically set forth in this Agreement, this Agreement Parties shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord Port be expected or required to incur any expense or make any payment of any kind hereunder or have any obligations with respect to this Lease or Tenant's use or occupancy of the usePremises, possessionincluding any Improvements. Without limiting the foregoing, controlbut except as expressly provided to the contrary in this Lease, Tenant shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which Port would otherwise be or become liable by reason of Port's estate or interests in the Premises and any Improvements, any rights or interests of Port in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all Port’s Equipment or the Premises, any Improvements, or any part portion thereof. No occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Tenant from any part thereof is subject to of its obligations under this AgreementLease, and or shall give Tenant expressly waives the any right to perform terminate this Lease in whole or in part, except as otherwise expressly provided in this Lease. Tenant waives any rights now or hereafter conferred upon it by any existing or future Law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of such sums, on account of any such action at the expense of Landlord pursuant to occurrence or situation, provided that such waiver shall not affect or impair any lawright or remedy expressly provided Tenant under this Lease.

Net Lease. Landlord It is the purpose and Tenant acknowledge intent of Lessor and Lessee and they agree that both parties intend Rent payable hereunder shall be absolutely net to Lessor so that this Agreement Lease shall yield to Lessor the Rent specified, free of any charges, assessments, or impositions of any kind charged, assessed, or imposed on or against the Property, and without abatement, counterclaim, deduction, defense, deferment or set‑off by the Lessee, except as hereinafter specifically otherwise provided, and Lessor shall not be expected or required to pay any such charge, assessment or imposition, or be under any obligation or liability hereunder except as herein expressly set forth, and that all costs, expenses and obligations of any kind relating to the maintenance and operation of the Property, including all alterations, repairs and replacements as hereinafter provided, which may arise or become due during the Term shall be and constitute what is generally referred to in paid by Lessee, the real estate industry as a "triple net" or "absolute net" lease, such that Tenant Lessor shall be obligated hereunder to pay all costs indemnified and saved harmless by Lessee from and against such costs, expenses incurred with respect toand obligations. Except as set forth in an express provision of this Lease, and associated withexcept as may be provided by a final, unappealable judgment or order by a court of competent jurisdiction, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, deduction, deferment or reduction of rent, nor shall Lessee have any right to terminate this Lease or to be released, relieved or discharged from any obligations or liabilities hereunder, for any reason, it being the Leased Property and all personal property thereon and therein and intention of the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any parties hereto that the Rents and all other assessmentssums payable by Lessee under this Lease shall be payable in all events, charges, costs and expenses that the obligations of Lessee under this Lease shall be separate and independent covenants and shall continue unaffected unless otherwise expressly provided in this Lease. Nothing in this Paragraph 4.F. shall constitute a waiver by Lessee of its right to bring an independent cause of action against Lessor for any kind default or nature whatsoever related to, breach by Lessor under this Lease or associated with, the Leased Property under any other agreement to which Lessor and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt serviceLessee may be parties; provided, however, that Landlord no such cause of action, prior to judgment, shall nonetheless be obligated under any circumstances entitle the Lessee to pay Landlord's personal income taxes with respect to offset, xxxxx, deduct from or defer the Rent and payment of Rent, or such other amounts received sums as are payable by Landlord Lessee under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawLease.

Net Lease. Landlord and Tenant acknowledge do each state and agree represent that both parties intend it is the intention of each of them that this Agreement shall Lease be interpreted and constitute what is generally referred to in the real estate industry construed as a "triple net" or "an absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property net lease and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Basic Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Additional Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and by Tenant to Landlord without abatement, suspensiondeduction, diminution, deferment, diminution suspension, reduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional setoff except as expressly set forth in this Lease, and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping to or destruction of or any requisition or taking the Demised Premises from whatever cause (except as provided for in Section 9.8 and Section 13.6 hereof); nor shall the obligations of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect Tenant be affected by reason of any obligation condemnation, eminent domain or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver (except as provided in Article XIV hereof); nor shall the obligations of Tenant or any other Person or be affected by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or reason of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing, whether foreseeable foregoing or unforeseeableby any laws or customs to the contrary. It is the further express intent of Landlord and Tenant that (a) the obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and that the Basic Rent and Additional Rent, and whether all other charges and sums payable by Tenant hereunder, shall commence at the times provided herein and shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to an express provision in this Lease; (b) all costs or not expenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary or required in and about the Demised Premises, or any portion thereof, and Tenant's possession or authorized use thereof during the term of this Lease, shall be paid by Tenant shall have notice or knowledge and all provisions of any this Lease are to be interpreted and construed in light of the foregoing. Except as specifically set forth intention expressed in this Agreement, this Agreement Section 11.1; (c) the Basic Rent specified in Section 3.1 shall be non-cancellable absolutely net to Landlord so that this Lease shall yield net to Landlord the Basic Rent specified in Section 3.1 in each year during the term of this Lease (unless extended or renewed at a different Basic Rent); (d) all Impositions, insurance premiums, utility expense, repair and maintenance expense, and all other costs, fees, interest, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the Demised Premises, or any portion thereof, which may arise or become due during the term of this Lease, or any extension or renewal thereof, shall be paid or discharged by Tenant for as Additional Rent; and (e) Tenant hereby agrees to indemnify, defend and save Landlord harmless from and against such costs, fees, charges, expenses, reimbursements and obligations, any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawinterest thereon.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement Lease shall be and constitute what is generally referred to in the real estate industry as a "“triple net" ” or "“absolute net" ” lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred during the Term with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business Business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property Property, the use, occupation or operation thereof, and the business Business operated thereon and therein, other than Landlord's ’s financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes ’s federal, state or local taxes, franchise taxes, capital, estate, succession, inheritance, value added, or similar tax or charge or substitute therefor with respect to the Rent and other amounts received by Landlord under this AgreementLease. Except as expressly hereinabove providedprovided herein, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property, or the use, occupation or operation thereof. Except to the extent otherwise expressly provided in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-set off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's ’s obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-non compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnationCondemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien Lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this AgreementLease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement Lease by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementLease, this Agreement Lease shall be non-cancellable non cancelable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Lease, Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this AgreementLease, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL ---------- PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales, franchise, gross receipt, use and leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or ad valorem tax return purposes only, Lessee shall include the Equipment on such returns as a "triple net" or "absolute net" leasemay be required, such that Tenant which returns shall be obligated hereunder timely filed by it. In any event, Lessee shall file all tax returns required for itself or Lessor and Lessor hereby appoints Lessee as its attorney- in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be immediately paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what (a) This Lease is generally referred to in the real estate industry as a "triple netnet lease" or "absolute net" lease, such that Tenant and Lessee shall be obligated hereunder to pay (i) all costs Basic Rent and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with ii) any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect Additional Rent payable to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid Lessor without notice, demand, counterclaim, set-off, deduction deduction, or defense defense, and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and reduction, free from any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be releasedcharges, discharged assessments, impositions, expenses or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect deductions of any obligation and every kind or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Personnature whatsoever, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h1) any failure on the part of Landlord right Lessee may have against Lessor, any contractor or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason (whether in connection with this transaction or any other transaction), (2) any breach, default or misrepresentation by Lessor or any other Person under this Lease or (3) any invalidity or unenforceability in whole or in part of this Lease or any other infirmity herein or therein, or any lack of power of authority of any party to this Lease. All costs, expenses and obligations of every kind and nature whatsoever and, except as expressly provided in this Agreement Tenant, relating to the extent now Freezer Property (as defined below) and the use and occupancy thereof by Lessee or hereafter permitted by Applicable Lawsanyone claiming by, waives all rights now through or hereafter conferred by statute under Lessee as Lessee hereunder which may arise or otherwise to quit, terminate become due during or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the period constituting the Term hereof shall be paid by Lessee, and Lessee shall indemnify Lessor against any of the foregoing as provided in the Participation Agreement; provided, however, that Lessee shall be entitled to dispute or raise defenses or counterclaims with respect to its obligation to pay any Additional Rent directly due to any party other than the Lessor so long as such dispute is conducted in accordance with SECTION 8 of this Lease and Lessee shall not be deemed to be in Default under this Lease during the pendency of such protest or contest. Lessee assumes, during the Term of this Lease, the sole responsibility for the condition (physical or environmental), use, possession, controloperation, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part subletting and management of the Leased Freezer Property, so long as and Lessee shall indemnify Lessor with respect to the Leased Property or any part thereof is subject to this Agreement, foregoing and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.Lessor shall have no responsibility in respect

Net Lease. It is the purpose and intent of Landlord and Tenant acknowledge and agree that both parties intend that, except as expressly provided for in this Lease, the Rent hereinabove provided to be paid to Landlord by Tenant be absolutely net to Landlord so that this Agreement Lease shall yield net to Landlord the Rent as hereinabove provided, to be and constitute what is generally referred to in paid during the real estate industry as a "triple net" or "absolute net" leaseTerm, such that Tenant shall be obligated hereunder including without limitation Tenant’s obligation to pay all Impositions, and replacement, repair, and maintenance. Nothing herein contained, however, shall be deemed to require Tenant to pay or discharge any of the following: debt service or fees, costs, expenses or other charges due and owing or paid by Landlord with regard to any loans made to Landlord (except nothing in this clause shall affect or impair Tenant’s obligation to pay Impositions), or the costs and expenses incurred by Landlord in connection with respect to, any sale of the Premises or an interest therein. Tenant acknowledges and associated with, the Leased Property agrees that this is an absolute net lease and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid by Tenant without notice, demandnotice (except for notice as expressly provided for in this Lease) or demand and without (except as expressly provided for in this Lease) setoff, counterclaim, set-offrecoupment, deduction or defense and without abatement, suspension, deferment, diminution diminution, deduction, reduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional defense. Except as otherwise expressly provided herein, this Lease and the respective rights of Landlord and the obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged affected by any event or otherwise affected for any reason, including without limitationthe following: (a) any defect in the conditiondamage to or theft, merchantability, design, quality loss or fitness for use destruction of any of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliancePremises; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping casualty or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased PropertyCondemnation; (c) any restriction, prevention or curtailment action of or interference with any use of the Leased Property or any part thereof, including evictiongovernmental authority; (d) any defect in title to prohibition, limitation, interruption, cessation, restriction or rights to prevention of Tenant’s use, occupancy or enjoyment of the Leased Property or any lien on such title or rights to the Leased PropertyPremises; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect Tenant’s acquisition of ownership of any obligation or liability of or by any Personthe Premises other than pursuant to an express provision of this Lease; (f) any failure of the Premises to comply with any Laws; (g) any latent or other defect in any of the Premises; (h) any interference with Tenant’s use of the Premises by parties other than Landlord; (i) any eviction by paramount title or otherwise; (j) the bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, dissolutionliquidation, liquidation dissolution or winding-up of, or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of proceeding affecting Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) the exercise of any action by remedy, including foreclosure, under any court, administrative agency or other Government AgenciesMortgage; (l) any interference, interruption construction or cessation in the use, possession or quiet enjoyment renovation of the Leased Property Premises; (m) market or otherwiseeconomic changes; or (mn) any other occurrence whatsoever cause, whether similar or dissimilar to the foregoing, whether foreseeable any present or unforeseeablefuture Law to the contrary notwithstanding. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Rent and other charges due and payable under this Lease (collectively, “Monetary Obligations”) shall continue to be payable in all events, and whether the obligations of Tenant hereunder shall continue unaffected unless the requirement to pay or not perform the same shall have been terminated pursuant to an express provision of this Lease. All Rent payable by Tenant hereunder shall constitute “rent” for all purposes, including Section 502(b)(6) of the Bankruptcy Code. Except as otherwise expressly provided herein, Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, no right and hereby waives all rights now or hereafter conferred by statute or otherwise which it may have under any Law to quit, terminate or surrender this Agreement Lease or any of the Premises, or to any set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, abatement deduction, reduction or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment defense of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawMonetary Obligations.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what No Setoff; Etc. This Lease is generally referred to in the real estate industry as a "triple nettriple" or "absolute net" leasenet lease and, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except except to the extent otherwise expressly provided specified in this AgreementLease, it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by Tenant Lessee shall be paid without notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction reduction, free from any charges, assessments, impositions, withholdings, expenses or reductions, and that TenantLessee's obligation to pay Rent all such amounts, throughout the Term and any applicable Extended Term is absolute and unconditional unconditional. All costs, expenses and obligations of every kind and nature whatsoever relating to the Properties and the respective appurtenances thereto and the use and occupancy thereof which may arise or become due and payable with respect to the period which ends on the expiration or earlier termination of the Lease Term in accordance with the provisions hereof (whether or not the same shall become payable during the Lease Term or thereafter) shall be paid by Lessee except as otherwise expressly provided herein or in another Operative Document. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of each Property, and no Indemnitee shall have any responsibility in respect thereof or any liability for damage to the property of Lessee, any subtenant of Lessee or any other occupant of either Property on any account or for any reason whatsoever other than by reason of, in the case of any particular Indemnitee, such Indemnitee's willful misconduct or gross negligence. Except to the extent otherwise expressly specified in this Lease, the obligations and liabilities of Tenant and Landlord Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased either Property or any part thereof, or the failure of the Leased either Property to comply with all Applicable Laws, including any inability to occupy or use the Leased either Property by reason of such non-compliancenoncompliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased either Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased either Property or any part thereof, thereof including eviction; (d) any defect in title to or rights to the Leased either Property or any lien Lien on such title or rights to the Leased or on either Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant Lessee. Lessor or any other Person Person, or any action taken with respect to this Agreement Lease by any trustee or receiver of Tenant Lessee or any other Person Person, or by any court, in any such proceedingsproceeding; (g) any claim, set off, defense or right or claim that Tenant Lessee has or might have against any Person, includingincluding without limitation Lessor, without limitation, Landlord the Administrative Agent (including in its individual capacity) or any vendor, manufacturer or manufacturer, contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord)either Property; (h) any failure on the part of Landlord Lessor or any other Person to perform or comply with any of the terms of this AgreementLease, any other Operative Document or of any other agreement, whether or not related to the transactions contemplated by the Operative Documents; (i) any invalidity, unenforceability, rejection illegality or disaffirmance of this Agreement by operation of law or otherwise Lease against or by Tenant Lessee or any provision hereofhereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility or illegality of performance by Tenant Lessee or LandlordLessor, or both; (k) any action by any court, administrative agency or other Government AgenciesGovernmental Authority; (l1) any interference, interruption change in or cessation in the use, possession or quiet enjoyment violation of the Leased Property or otherwiseApplicable Laws; or (m) any restriction, prevention or curtailment of or interference with the construction on or use of either Property or any part thereof; or (n) any other occurrence whatsoever whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and LEASE AGREEMENT (HGSI) whether or not Tenant Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementLease, this Agreement Lease shall not be non-cancellable cancelable by Tenant Lessee for any reason whatsoever and, except as expressly provided in this Agreement TenantLease, Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawLease.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what This Lease is generally referred to in the real estate industry as a "triple netnet lease." Accordingly, Lessee shall pay to City all Rent (including the Base Rent, Percentage Rent, Additional Charges and any other payments hereunder) free of any charges, assessments or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, includingdeductions of any kind, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense prior demand and without abatement, suspension, deferment, diminution counterclaim or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in setoff. Under no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoingcircumstances, whether foreseeable now existing or unforeseeablehereafter arising, and whether or not Tenant shall have notice or knowledge of any beyond the present contemplation of the foregoing. Except as specifically set forth in this AgreementParties, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord City be expected or required to make any payment of any kind hereunder or have any obligations whatsoever with respect to Lessee's use or occupancy of the usePremises and any permitted Improvements or this Lease, possessionexcept as may otherwise be expressly set forth herein. Without limiting the foregoing, controlLessee shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which City would otherwise be or become liable by reason of its estate or interests in the Premises and any Improvements, any rights or interests of City in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all the Premises, any permitted Improvements, or any part portion thereof. Except as may be specifically and expressly provided otherwise in this Lease, no occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Lessee from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Lessee from any part thereof is subject to of its obligations under this AgreementLease, and Tenant expressly waives the or shall give Lessee any right to perform terminate this Lease in whole or in part. Lessee waives any rights now or hereafter conferred upon it by any existing or future Law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of such sums, on account of any such action at the expense of Landlord pursuant to any lawoccurrence or situation. TAXES, ASSESSMENTS AND OTHER EXPENSES Taxes and Assessments, Licenses, Permit Fees and Liens.

Net Lease. It is the purpose of this Lease and the intent of Landlord and Tenant acknowledge and agree that both parties intend all Rent shall be absolutely net to Landlord, so that this Agreement Lease shall be and constitute what is generally referred yield to in Landlord the real estate industry as a "triple net" full amount of the Rent at all times during the Term, without deduction, abatement, or "absolute net" leaseoffset. Under no circumstances, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect towhether now existing or hereafter arising, and associated withwhether or not beyond the present contemplation of Landlord and Tenant, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all except as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless may be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitationLease, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or shall not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to incur any expense or make any payment of any kind hereunder or have any obligations with respect to this Lease or Tenant’s use or occupancy of the usePremises, possessionincluding any improvements. Without limiting the foregoing, controlTenant shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which Landlord would otherwise be or become liable by reason of Landlord’s estate or interests in the Premises and any improvements, any rights or interests of Landlord in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all the Premises, any Improvements, or any part portion thereof. Except as otherwise expressly provided in this Lease, no occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Tenant from any part thereof is subject to of its obligations under this AgreementLease, and or shall give Tenant expressly waives the any right to perform any such action at the expense of Landlord pursuant to any lawterminate this Lease in whole or in part.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement Lease shall be and constitute what is generally referred to in the real estate industry as a "“triple net" ” or "“absolute net" ” lease, such that that, except as otherwise expressly set forth herein, Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all rent and other charges due and payable under any ground lease or sublease encumbering the Land, all taxes and assessments, utility charges, insurance costs, maintenance costs and routine and customary repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property Property, the use, occupation or operation thereof, and the business Business operated thereon and therein, other than Landlord's ’s financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal ’s federal, state and local income taxes, other taxes on income or net worth, franchise taxes, margin taxes, capital, estate, succession, inheritance, value added or transfer taxes of Landlord or similar taxes or charges or substitutes therefor with respect to the Rent and other amounts received by Landlord under this AgreementLease. Except as expressly hereinabove providedprovided in this Lease, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property, or the use, occupation or operation thereof. Except to the extent otherwise expressly provided in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-set off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's ’s obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-non compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnationCondemnation, theft, scrapping or destruction of or any requisition or taking Condemnation of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien Lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) subject to Section 12.7 hereof, any Batesville Healthcare Center Batesville, Arkansas failure on the part of Landlord or any other Person to perform or comply with any of the terms of this AgreementLease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement Lease by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementLease, this Agreement Lease shall be non-cancellable non cancelable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Lease Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this AgreementLease, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what (a) This Lease is generally referred to in the real estate industry as a "triple net" net lease and, any present or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect future law to the Rent and other amounts received by Landlord under this Agreement. Except contrary notwithstanding, shall not terminate except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreementherein, it is agreed and intended that Rent payable hereunder by nor shall Tenant shall be paid without noticeentitled to any abatement, demandreduction, counterclaimdiminution, set-off, counterclaim, defense (except for the defense that the performance or payment has been made) or deduction with respect to any Basic Rent, Additional Rent or defense and without abatementother sums payable hereunder, suspensionnor shall Tenant be excused from the performance of its obligations hereunder, deferment, diminution by reason of: any damage to or reduction and that Tenant's obligation to pay Rent throughout destruction of the Term and Premises or any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) portion thereof; any defect in the condition, merchantability, design, quality operation or fitness for use of the Leased Property Premises or any portion thereof; any taking of the Premises or any part thereofthereof by condemnation or otherwise; any prohibition, limitation, interruption, cessation, restriction or the failure prevention of Tenant's use, occupancy or enjoyment of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereofPremises, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with such use, occupancy or enjoyment by any use of the Leased Property or person; any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such eviction by paramount title or rights to otherwise; any default by landlord hereunder or under any other agreement; the Leased Propertyimpossibility or illegality of performance by Landlord, Tenant or both; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; governmental authority (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord changes in Legal Requirements); construction on or renovation of the Premises; or any vendorfailure in the Premises to comply with applicable laws, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord Legal Requirements, or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing. All costs, whether foreseeable or unforeseeable, expenses and whether or not Tenant shall have notice or knowledge obligations of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason every kind and nature whatsoever and, except as expressly provided in this Agreement Tenant, relating to the extent now Premises and the appurtenances thereto and the use and occupancy thereof which may arise or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent become due and payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration period which ends on the expiration or operation of all or any part earlier termination of the Leased Property, so long as Term in accordance with the Leased Property provisions hereof (whether or any part thereof not the same shall become payable during the Term or thereafter) shall be paid by Tenant. It is subject the purpose and intention of the parties to this AgreementLease 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 provided in this Lease. The parties intend that the obligations of Tenant expressly waives the right to perform any hereunder shall be separate and independent covenants and agreements and shall continue unaffected unless such action at the expense of Landlord obligations shall have been modified or terminated pursuant to any lawan express provision of this Lease.

Net Lease. It is the purpose and intent of Landlord and Tenant acknowledge and agree that both parties intend the Base Rent shall be absolutely net to Landlord, so that this Agreement Lease shall be yield, net to Landlord, the Base Rent specified above, commencing on the Commencement Date and constitute what is generally referred to in thereafter during the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect toentire Term, and associated withthat all Taxes, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any every kind or and nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect relating to the Rent operation, maintenance and other amounts received repair of the Premises and any Additional Equipment and applicable during any part of the Term shall be paid or discharged by Landlord under this Agreement. Except Tenant, except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this AgreementLease. This Lease is a net lease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense acknowledges and without abatement, suspension, deferment, diminution or reduction and agrees that Tenant's obligation to pay all Rent throughout hereunder and the Term rights of Landlord in and any applicable Extended Term is absolute to such Rent, shall be absolute, irrevocable and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way not be releasedsubject to cancellation, discharged termination, modification or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property repudiation by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person abatement, reduction, setoff, defense, counterclaim or recoupment (collectively, "Abatements") for any action taken with respect to this Agreement by reason or under any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, circumstance whatsoever including, without limitation, Landlord Abatements due to any present or future claims of Tenant against Landlord, its successors and assigns whether under this Lease or otherwise, for whatever reason. Tenant hereby waives any and all existing and future claims to any Abatement against such Rent and agrees to pay all such Rent regardless of any Abatement that may be asserted in connection with this Lease. Except as otherwise expressly provided herein, the Lease shall not terminate, nor shall the obligations of Tenant be affected, by reason of any defect in or damage to, or any vendorloss or destruction of, manufacturer the Premises, any Additional Equipment or contractor any part thereof from whatsoever cause, or the invalidity or unenforceability or lack of due authorization of the Lease or lack of right, power or authority of Landlord to enter into the Lease, or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreementcause, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable any present or unforeseeablefuture law or regulation to the contrary notwithstanding, it being the express intention of Landlord and Tenant that all Rent payable to Landlord hereunder shall be, and whether or not Tenant shall have notice or knowledge of any of continue to be, payable in all events unless and until the foregoing. Except as specifically set forth in this Agreement, this Agreement obligation to pay the same shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, terminated pursuant to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender expressed provisions of this Agreement or to any diminution, abatement or reduction of Rent payable hereunderLease. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect Notwithstanding anything to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.contrary in this

Net Lease. Landlord It is expressly understood and Tenant acknowledge agreed by and agree that both between the parties intend that this Agreement shall be and constitute what Lease is generally referred to in the real estate industry as a "triple net" or "absolute net" net lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any Basic Rent and all other assessmentssums payable hereunder to or on behalf of Lessor shall be paid without notice or demand and without setoff, chargescounterclaim, costs and expenses of any kind abatement, suspension, deduction or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreementdefense. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in the Lease, this AgreementLease shall not terminate, it is agreed and intended that Rent payable nor shall Lessee have any right to terminate this Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by Tenant shall be paid without noticereason of any damage to or destruction of all or any part of the Premises from whatever cause, demandthe taking of the Premises or any portion thereof by condemnation or otherwise, counterclaimthe prohibition, set-off, deduction limitation or defense and without abatement, suspension, deferment, diminution or reduction and that Tenantrestriction of Lessee's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereofPremises, or the failure of the Leased Property to comply interference with Applicable Lawssuch use by any private person or corporation, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage toeviction by paramount title or otherwise, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction Lessee's acquisition of or any requisition or taking ownership of the Leased Property or any part thereofPremises otherwise than pursuant to an express provision of this Lease, or for any environmental condition on other cause whether similar or dissimilar to the Leased Property foregoing, any present or any property in future law to the vicinity contrary notwithstanding, it being the intention of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of parties hereto that the Leased Property or any part thereof, including eviction; (d) any defect in title rent and all other charges payable hereunder to or rights on behalf of Lessor shall continue to be payable in all events and the Leased Property obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or any lien on such title or rights perform the same shall be terminated pursuant to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach an express provision of this Lease. Nothing contained in respect this Section 5.1 shall be deemed a waiver by Lessee of any obligation rights that it may have to bring a separate action with respect to any default by Lessor hereunder or liability of under any other agreement. Lessee covenants and agrees that it will remain obligated under this Lease in accordance with its terms, and that Lessee will not take any action to terminate, rescind or by any Person; (f) any avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceedings relating to Tenant proceeding affecting Lessor or any other Person or assignee of Lessor in any such proceeding and notwithstanding any action taken with respect to this Agreement Lease which may be taken by any trustee or receiver of Tenant Lessor or of any other Person assignee of Lessor in any such proceeding or by any court, court in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingproceeding. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as otherwise expressly provided in this Agreement Tenantthe Lease, to the extent now or hereafter permitted by Applicable Laws, Lessee waives all rights now or hereafter conferred by statute or otherwise law (i) to quit, terminate or surrender this Agreement Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property Premises or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant or (ii) to any abatement, suspension, deferment or reduction of the rent, or any other sums payable hereunder to or on behalf of Lessor, regardless of whether such rights shall arise from any present or future constitution, statute or rule of law.

Net Lease. Landlord and Tenant acknowledge do each state and agree represent that both parties intend it is the intention of each of them that this Agreement shall Lease be interpreted and constitute what is generally referred to in the real estate industry construed as a "triple net" or "an absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property net lease and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Basic Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Additional Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and by Tenant to Landlord without abatement, suspensiondeduction, diminution, deferment, diminution suspension, reduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional setoff, and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping to or destruction of or any requisition or taking the Demised Premises from whatever cause (except as provided in Article XIII), nor shall the obligations of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect Tenant be affected by reason of any obligation condemnation, eminent domain or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver (except as provided in Article XIV hereof); nor shall the obligations of Tenant or any other Person or be affected by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or reason of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing, whether foreseeable foregoing or unforeseeableby any laws or customs to the contrary. It is the further express intent of Landlord and Tenant that: (a) the obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and that the Basic Rent and Additional Rent, and whether or not all other charges and sums payable by Tenant hereunder, shall have notice or knowledge of any of commence at the foregoing. Except times provided herein and shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to an express provision in this Lease; (b) except as specifically otherwise set forth in this AgreementLease, all costs or expenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary or required in and about the Demised Premises, or any portion thereof, and Tenant’s possession or authorized use thereof during the Term of this Agreement Lease, shall be non-cancellable paid by Tenant for any reason whatsoever and, and all provisions of this Lease are to be interpreted and construed in light of the intention expressed in this Section 11.1; (c) the Basic Rent specified in Article III shall be absolutely net to Landlord so that Landlord shall be paid the entire Basic Rent specified in Article III in each year during the Term of this Lease (unless extended or renewed at a different Basic Rent); (d) except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions shall Landlord be expected or required to make any payment all Impositions, insurance premiums, utility expense, repair and maintenance expense, and all other costs, fees, interest, charges, expenses, reimbursements and obligations of any every kind hereunder or have any obligations with respect and nature whatsoever relating to the useDemised Premises, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part portion thereof, which may arise or become due during the Term of the Leased Propertythis Lease, so long as the Leased Property or any part thereof is subject extension or renewal thereof, shall be paid or discharged by Tenant as Additional Rent; and (e) Tenant hereby agrees to this Agreementindemnify, defend and Tenant expressly waives save Landlord harmless from and against such costs, fees, charges, expenses, reimbursements and obligations, any interest thereon. Nothing in the foregoing Section 11.1 shall diminish Tenant’s right to perform any such action at the expense of assert a claim against Landlord pursuant to any lawunder Section 2.8 hereof.

Net Lease. Landlord THIS LEASE AND ANY EQUIPMENT SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales, use and leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Equipment Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or advalorem tax return purposes only, Lessee shall include the Equipment on such returns as a "triple net" or "absolute net" leasemay be required, such that Tenant which returns shall be obligated hereunder timely filed by it. In any event, Lessee shall file all tax returns required for itself or Lessor and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to co-pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Equipment Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Equipment Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be immediately paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Non-Terminability This is an absolutely net lease, and, except as otherwise specifically provided in Section 12 hereof, this Lease shall not terminate, nor shall Tenant have any right to terminate this Lease; nor shall Tenant be entitled to any abatement, deduction, deferment, suspension, or reduction of, or setoff, defense, or counterclaim against, any rentals, charges, or other sums payable by Tenant under this Lease; nor shall the respective obligations of Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect otherwise affected by reason of damage to, and associated withor destruction of, the Leased Property Premises from whatever cause, any taking by condemnation, eminent domain, or by agreement between Landlord and all personal property thereon and therein and those authorized to exercise such rights, the business operated thereon and thereinlawful or unlawful prohibition of Tenant’s use of the Leased Premises, includingthe interference with such use by any persons, without limitationcorporations, all taxes and assessmentsor other entities, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses or by reason of any kind or nature whatsoever related toeviction by paramount title, or associated with, by reason of Tenant’s acquisition of ownership of the Leased Property and the business operated thereon and thereinPremises otherwise than pursuant to an express provision of this Lease, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received or by reason of any default or breach of any warranty by Landlord under this Agreement. Except as expressly hereinabove provided, Lease or any other agreement between Landlord shall bear no cost or expense of any type or nature with respect toand Tenant, or associated withto which Landlord and Tenant are parties, the Leased Property. Except or for any other cause whether similar or dissimilar to the extent otherwise expressly provided in this Agreementforegoing, any Laws to the contrary notwithstanding; it is agreed being the intention that the obligations of Landlord and intended Tenant hereunder shall be separate and independent covenants and agreements, and that Rent the Minimum Rental, additional rent, and all other charges and sums payable hereunder by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be paid without noticeterminated pursuant to the express provisions of this Lease; and Tenant covenants and agrees that it will remain obligated under this Lease in accordance with its terms, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation it will not take any action to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be releasedterminate, discharged or otherwise affected for any reasoncancel, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereofrescind, or void this Lease, notwithstanding the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up, or other like proceedings relating to Tenant affecting Landlord or any other Person assignee of, or successor to, Landlord, and notwithstanding any action taken with respect to this Agreement Lease that may be taken by any a trustee or receiver of Tenant Landlord or any other Person assignee of, or successor to, Landlord, or by any court, court in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawproceeding.

Net Lease. Landlord No Counterclaim, Abatement, etc. The Minimum Rent shall be in addition to all other payments to be made by Tenant hereinafter provided. It is the intention of the parties that this Lease is a triple net lease, and Tenant acknowledge shall pay all costs, charges, taxes, assessments and agree that both parties intend that this Agreement other expenses of every character, ordinary or extraordinary, foreseen or unforeseen, for the payment of which Landlord or Tenant is or shall be and constitute what is generally referred to become liable by reason of its estate, right, title or interest in the real estate industry as a "triple net" Land and/or Building or "absolute net" leasewhich are connected with or arise out of the possession, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect touse, and associated withoccupancy, maintenance, repair or rebuilding of the Leased Property and all personal property thereon and therein and the business operated thereon and thereinDemised Premises or any portion thereof, including, without limitation, all taxes those specifically referred to in this Lease, except to the extent that other provisions of this Lease expressly provide that certain matters or obligations shall be at Landlord's sole cost and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any expense or words of similar import. The Rent and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant hereunder shall be paid without notice, demand, counterclaim, set-offsetoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional reduction, and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) for any reason, including including, without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property Demised Premises or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any change of grade of any abutting street; (c) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping to or destruction of or any requisition or taking Taking of the Leased Property Demised Premises or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any PersonLandlord; (fe) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to Tenant or any other Person Landlord, or any action taken with respect to this Agreement Lease by any trustee or receiver of Tenant or any other Person Landlord or by any court, in any such proceedingsproceeding; (gf) any right or claim that which Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (hg) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, hereof or of any other agreementagreement with Tenant; (h) any action of any Public Authority; or (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing, but expressly excluding any restriction, prevention or curtailment of or interference with any use of the Demised Premises or any part thereof by title paramount. Except The foregoing shall not be construed as specifically a waiver of any rights of Tenant elsewhere set forth in this Agreement, this Agreement shall be non-cancellable by herein. Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate terminate, rescind, avoid or surrender this Agreement Lease or the Demised Premises or any part thereof, or to any diminutionabatement, abatement suspension, deferment, diminution or reduction of Rent Rent, or any other sum payable by Tenant hereunder, including without limitation by reason of any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court. Except All payments by Tenant to Landlord made hereunder as specifically required hereby shall be irrevocable, and Tenant will not seek to recover any such payment or any part thereof for any reason whatsoever. Nothing contained in this Section 4.5 shall be construed to affect the rights of Landlord or Tenant expressly set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawLease.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what This Lease is generally referred to in the real estate industry as a "triple netnet lease." Accordingly, Lessee shall pay to City all Rent (including the Base Rent, City’s Share of Green Fees Receipts, Additional Charges and any other payments hereunder) free of any charges, assessments or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, includingdeductions of any kind, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense prior demand and without abatement, suspension, deferment, diminution counterclaim or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in setoff. Under no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoingcircumstances, whether foreseeable now existing or unforeseeablehereafter arising, and whether or not Tenant shall have notice or knowledge of any beyond the present contemplation of the foregoing. Except as specifically set forth in this AgreementParties, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord City be expected or required to make any payment of any kind hereunder or have any obligations whatsoever with respect to Lessee's use or occupancy of the usePremises and any permitted Improvements, possessionLessee’s operation of the Golf Course, controlor this Lease, except as may otherwise be expressly set forth herein. Without limiting the foregoing, except as may otherwise be expressly set forth herein, Lessee shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which City would otherwise be or become liable by reason of its estate or interests in the Premises and any Improvements, any rights or interests of City in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all the Premises, any permitted Improvements, or any part portion thereof. Except as may be specifically and expressly provided otherwise in this Lease, no occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Lessee from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Lessee from any part thereof is subject to of its obligations under this AgreementLease, and Tenant expressly waives the or shall give Lessee any right to perform terminate this Lease in whole or in part. Except as may be specifically and expressly provided otherwise in this Lease, Lessee waives any rights now or hereafter conferred upon it by any existing or future Law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of such sums, on account of any such action at the expense of Landlord pursuant to any lawoccurrence or situation.

Net Lease. Landlord and It is the intention of the parties hereto that the obligations of Tenant acknowledge and agree that both parties intend that this Agreement hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" leaseindependent covenants and agreements, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect toany Base Rent, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any Impositions and all other assessmentssums payable by Tenant hereunder (hereinafter collectively referred to as “Rent”) shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated pursuant to the an express provision of this Lease or by operation of law. This is a net lease and Base Rent, Impositions, and all other items of Rent and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction deduction, except as otherwise specifically set forth herein or provided by law, and that Tenant's obligation to pay Rent throughout the Term and Tenant shall enforce any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and rights against Landlord hereunder shall in an independent action; provided, however, in no way event shall Tenant be released, discharged or otherwise affected liable for any reasoninterest, including without limitation: principal, late fees or other expenses relating to any debt incurred by Landlord or other costs incurred by Landlord in financing or refinancing the Premises. Except as provided under bankruptcy, insolvency, reorganization or other proceeding affecting Landlord, Tenant agrees that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease notwithstanding (a) the exercise of any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Lawsremedy, including foreclosure, under any inability to occupy or use the Leased Property by reason of such non-compliance; Mortgage, (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by any trustee Landlord under the Federal Bankruptcy Code or receiver otherwise, (c) the taking of Tenant the Premises or any other Person or by any court, in any such proceedings; portion thereof (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement herein), (d) the prohibition or restriction of Tenant, to ’s use of the extent now or hereafter permitted by Applicable Premises under any Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction (e) the destruction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all Premises or any part of the Leased Property, so long portion thereof (except as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawprovided herein).

Net Lease. (a) It is the intention of Landlord and Tenant acknowledge and agree that both parties intend that this Agreement the obligations of Tenant hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs independent covenants and expenses incurred with respect toagreements, and associated withthat Basic Rent, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any Additional Rent and all other assessmentssums payable by Tenant hereunder shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated pursuant to the an express provision of this Lease. This is an absolute net lease and Basic Rent, Additional Rent and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-offrecoupment, deduction or defense and without abatement, suspension, deferment, diminution diminution, deduction, reduction or reduction defense, except as otherwise specifically set forth herein. This Lease shall not terminate and that Tenant's obligation Tenant shall not have any right to pay Rent throughout terminate this Lease, during the Term and Term. Tenant agrees that, except as otherwise expressly provided in this Lease, it shall not take any applicable Extended Term is absolute and unconditional and action to terminate, rescind or avoid this Lease notwithstanding (i) the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceedings relating to Tenant or any other Person or proceeding affecting Landlord, (ii) any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by any trustee or receiver of Tenant or any other Person Landlord under the Federal Bankruptcy Code or by any courttrustee, in any such proceedings; (g) any right receiver or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise, (iii) the taking of the Property or any portion thereof pursuant to eminent domain (subject to Section 7 below), (iv) the prohibition or restriction of Tenant’s use of the any or all of the Properties under any legal requirement or otherwise, (v) the destruction of or damage or casualty to any Property or any portion thereof (subject to Section 7 below), (vi) default by Landlord hereunder or under any other Person to perform or comply with agreement between Landlord and/or any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by its affiliates and Tenant. Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or waives all rights which are not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent stated herein but which may now or hereafter permitted by Applicable Laws, waives all rights now or hereafter otherwise be conferred by statute or otherwise law to quit, terminate or surrender this Agreement Lease or any of the Properties; to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to any diminutionBasic Rent, abatement or reduction of Additional Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to other sums payable under this AgreementLease, and Tenant expressly waives the for any statutory lien or offset right to perform any such action at the expense of against Landlord pursuant to any lawor its property.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales, use and leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or advalorem tax return purposes only, Lessee shall include the Equipment on such returns as a "triple net" or "absolute net" leasemay be required, such that Tenant which returns shall be obligated timely filed by it. In any event, Lessee shall file all tax returns required for itself or Lessor and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any 27 part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be paid by Lessee to Lessor as additional rental hereunder no later than the next rental payment date following receipt of invoice therefor. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to pay comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation by Lessee to pay Rent throughout Lessor as additional rental hereunder no later than the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities next rental payment date following receipt of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawinvoice therefor.

Net Lease. Net Rent. It is the purpose and intent of Landlord and Tenant acknowledge that, except as expressly provided otherwise herein, this Lease shall be deemed and agree construed to be a so-called “triple net lease” and that both parties intend the Base Rent and Additional Rent shall be absolutely net to Landlord throughout the Term, so that this Agreement Lease shall yield, absolutely net to Landlord, the Base Rent and Additional Rent throughout the Term, free of any charges, assessments, impositions, Real Estate Taxes or deductions of any kind charged, assessed or imposed on or against the Premises and without abatement, deduction, deferment, reduction, defense, credit, set-off or counterclaim (except as may otherwise be expressly provided herein) whatsoever by Tenant, and constitute what is generally referred to in Landlord shall not under any circumstances or conditions, whether now existing or hereafter arising, or whether beyond the real estate industry as a "triple net" present contemplation of the parties, be expected or "absolute net" lease, such that Tenant shall be obligated hereunder required to pay any such charge, assessment, imposition, Real Estate Tax or deduction, or be under any obligation or liability hereunder except as expressly otherwise provided herein. It is agreed that except as expressly otherwise provided herein all costs costs, expenses and expenses incurred with respect tocharges of every kind and nature whatsoever relating to the Premises, and associated withor the use, operation or maintenance thereof, which may arise or become due during the Leased Property and all personal property thereon and therein and the business operated thereon and thereinTerm of this Lease, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect those relating to the Rent maintenance, preservation, care, repair and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use operation of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; Premises (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendorall costs, manufacturer or contractor of or expenses and charges for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or water, sewer, natural gas, electricity, telephone and any other Person utility used upon or furnished to perform or comply with any of the terms of this AgreementPremises) and all restorations, or of any other agreement; (i) any invalidityreplacements, unenforceabilityAlterations and additions in and to the Premises as herein provided shall be paid and/or performed by Tenant, rejection or disaffirmance of this Agreement by operation of law or otherwise against or at Tenant’s sole cost and expense, and Landlord shall be indemnified and saved harmless by Tenant or any provision hereof; (j) from and against the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawsame.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales, use and leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or ad valorem tax return purposes only, Lessee shall include the Equipment on such reports and returns as a "triple net" or "absolute net" leasemay be required by local law, such that Tenant which returns shall be obligated hereunder timely filed by it. Lessee shall provide Lessor with evidence that Lessee has complied with the foregoing provisions. In any event, Lessee shall file all tax returns required for itself or Lessor with respect to the Equipment and this Lease and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation immediately payable by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this ILEC Master Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Agreement ILEC Master Lease shall be yield to Landlord the full amount or benefit of the installments of Rent and constitute what is generally referred to in Additional Charges throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred Term with respect toto each ILEC Facility subject to this ILEC Master Lease from time to time, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)fully set forth in Article IV and subject to any other provisions of this ILEC Master Lease which expressly provide for adjustment or abatement of Rent or other charges. If Landlord commences any proceedings for non-payment of Rent or Additional Charges, together with Tenant will not interpose any and all other assessments, charges, costs and expenses counterclaim or cross complaint or similar pleading of any kind nature or nature whatsoever related to, description in such proceedings unless Tenant would lose or associated with, waive such claim by the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; providedfailure to assert it. This shall not, however, that Landlord shall nonetheless be obligated construed as a waiver of Tenant’s right to assert such claims in a separate action brought by Tenant. The covenants to pay Landlord's personal income taxes with respect to the Rent and other amounts received hereunder are independent covenants, and Tenant shall have no right to hold back, offset or fail to pay any such amounts for default by Landlord or for any other reason whatsoever. Notwithstanding anything to the contrary contained herein, in the event Landlord or any of its Affiliates defaults on 3333 its obligation to fund (such amount Landlord or its Affiliate fails to fund, the “Landlord Defaulted Obligations Amount”) (i) any Requested Funding Amount with respect to GCI that is required to be funded in accordance with Article X, (ii) proceeds of the ILEC Equipment Loan required to be funded pursuant to the ILEC Equipment Loan Agreement, and (iii) any other cash amounts due and payable by Landlord (or an Affiliate of Landlord) to Tenant under this Agreement. Except as expressly hereinabove ILEC Master Lease or the Settlement Agreement or the APA, and in each case, such failure is not cured by Landlord within thirty (30) days following receipt of Notice from Tenant of Landlord’s failure to make such payment (provided, no Notice shall be required to be provided to Landlord if such Notice is stayed or prohibited by applicable law and, in such case, Tenant may offset as follows beginning on the date thirty (30) days after such Landlord failure), Tenant shall bear no cost be entitled to offset an amount equal to such Landlord Defaulted Obligations Amount against the next subsequent payment or expense payments, as necessary, of Rent (or any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable other amounts due hereunder by Tenant to Landlord) (any such amount, a “Tenant Payment Offset Amount” and any such offset, a “Tenant Payment Offset”) and any such Tenant Payment Offset shall be treated as payment by Landlord (or the applicable Affiliate of Landlord) of such Landlord Defaulted Obligations Amount as of the date of such offset. The parties hereto agree that, with respect to any Tenant Payment Offset, for all purposes, the Tenant Payment Offset Amount with respect to such Tenant Payment Offset shall be deemed to have been paid without noticeby Tenant as Rent (or as such other amount due). Notwithstanding anything to the contrary contained in this Section 3.4 or in this ILEC Master Lease, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or event any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach Tenant Payment Offset is in respect of any obligation or liability Landlord Defaulted Obligations Amount owed by an Affiliate of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitationLandlord, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person and such Affiliate shall be entitled to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar agree as to the foregoingtreatment, whether foreseeable or unforeseeablesolely between Landlord and such Affiliate, and whether or not of such Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawPayment Offset.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "“triple net" ” or "“absolute net" ” lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)provided herein) and all costs and expenses for, under and with respect to the Management Agreement for the Leased Property, together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than any Facility Mortgage or Landlord's ’s financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's ’s personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove providedprovided in this Agreement, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's ’s obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased PropertyProperty permitted by the terms of this Agreement; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord)Property; (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or of any provision hereof; (j) subject to the terms of this Agreement, the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwiseotherwise that is not a breach of the provisions of Article 19 or Section 21.8 below; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunderwhatsoever. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and except as specifically set forth in this Agreement, Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what (a) This Lease is generally referred to in the real estate industry as a "triple net" net lease and, any present or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect future law to the Rent and other amounts received by Landlord under this Agreement. Except contrary notwithstanding, shall not terminate except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreementherein, it is agreed and intended that Rent payable hereunder by nor shall Tenant shall be paid without noticeentitled to any abatement, demandreduction, counterclaimdiminution, set-off, counterclaim, defense (except for the defense that the performance or payment has been made) or deduction with respect to any Basic Rent, Additional Rent or defense and without abatementother sums payable hereunder, suspensionnor shall Tenant be excused from the performance of its obligations hereunder, deferment, diminution by reason of: any damage to or reduction and that Tenant's obligation to pay Rent throughout destruction of the Term and Premises or any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) portion thereof; any defect in the condition, merchantability, design, quality operation or fitness for use of the Leased Property Premises or any portion thereof; any taking of the Premises or any part thereofthereof by condemnation or otherwise; any prohibition, limitation, interruption, cessation, restriction or the failure prevention of tenant's use, occupancy or enjoyment of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereofpremises, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with such use, occupancy or enjoyment by any use of the Leased Property or person; any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such eviction by paramount title or rights to otherwise; any default by Landlord hereunder or under any other agreement; the Leased Propertyimpossibility or illegality of performance by Landlord, Tenant or both; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; governmental authority (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord changes in Legal Requirements); construction on or renovation of the Premises; or any vendorfailure in the Premises to comply with applicable laws, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord Legal Requirements, or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing. All costs, whether foreseeable or unforeseeable, expenses and whether or not Tenant shall have notice or knowledge obligations of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason every kind and nature whatsoever and, except as expressly provided in this Agreement Tenant, relating to the extent now Premises and the appurtenances thereto and the use and occupancy thereof which may arise or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent become due and payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration period which ends on the expiration or operation of all or any part earlier termination of the Leased Property, so long as Term in accordance with the Leased Property provisions hereof (whether or any part thereof not the same shall become payable during the Term or thereafter) shall be paid by Tenant. It is subject the purpose and intention of the parties to this AgreementLease 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 provided in this Lease. The parties intend that the obligations of Tenant expressly waives the right to perform any hereunder shall be separate and independent covenants and agreements and shall continue unaffected unless such action at the expense of Landlord obligations shall have been modified or terminated pursuant to any lawan express provision of this Lease.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales taxes, use taxes, leasing taxes and all other taxes based on gross receipts) and penalties and interest on such taxes imposed, levied or assessed on the ownership, possession, rental or use of the Equipment after delivery of the Equipment to Lessee and thereafter dung xxx term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for persons property or ad valorem tax return purposes only. Lessee shall include the Equipment on such reports and returns as a "triple net" or "absolute net" leasemay be required by local law, such that Tenant which returns shall be obligated hereunder timely filed by it. Lessee shall provide Lessor with evidence that Lessee has complied with the foregoing provisions. In any event, Lessee shall file all tax returns required for itself or Lessor with respect to the Equipment and this Lease and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its fights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation immediately payable by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both The parties intend that this Agreement shall to be and constitute what is generally referred to in the real estate industry as a "triple net" or net lease"absolute net" lease. Except as expressly provided to the contrary herein, such that Tenant Sublessee shall be obligated hereunder assume with respect to pay the Sublet Premises all costs and expenses incurred with respect toof performance for all obligations of any nature whatsoever under this Sublease and of Sublessor, and associated withas tenant, under the Leased Property and all personal property thereon and therein and Xxxxxxxxx, including the business operated thereon and thereinmonthly C.A.M. that is required by Article IX of the Xxxxxxxxx attached as Exhibit A ($.65 per month in calendar 2003), including, without limitation, all taxes and assessments, utility sublessee also shall be responsible for any late charges, insurance costspenalties or other fees due under the Xxxxxxxxx as a result of Sublessee's failure to make timely payments due hereunder. Without limiting the foregoing, Sublessor may impose an additional charge if charged to Sublessor by Overlandlord for the usage of any additional or unusual utility, janitorial, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected repair services required beyond usage typical for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property similar office buildings in the vicinity of the Leased Property; (c) any restrictionBuilding, prevention or curtailment whether because of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation non-building standard improvements in the usesublet Premises, possession the carelessness of Sublessee, its employees, invitees, contractors, subcontractors, licensees, subtenants or quiet enjoyment agent (collectively," Sublessee Parties''! the nature of the Leased Property Sublessee's business or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to . Without limiting the foregoing, whether foreseeable Sublessee shall pay to Sublessor as Additional Rent, within fifteen (15) days of Sublessor's or unforeseeableOverlandlord's billing therefor all costs of fees imposed by the Overlandlord under the Xxxxxxxxx for any HVAC, and whether utility janitorial, maintenance or not Tenant shall have notice repair service furnished beyond the building standard or knowledge outside of building standard operating hours. If Sublessee fails to pay or reimburse Sublessor for the costs of any of the foregoing. Except as specifically set forth services referenced in this AgreementSection within the time period permitted hereunder and such failure continues uncured for thirty (30) days after Sublessor's or Overlandlord's billing therefor, then, in addition to all other rights and remedies available to Sublessor under this Agreement Sublease, Sublessor shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform pause Overlandlord to refrain from providing to Sublessee any such action at building services beyond the expense building standard or outside of Landlord pursuant building standard operating hours and Sublessee shall not be entitled to any lawservices except building standard and within building standard operating hours.

Net Lease. It is the purpose of this Lease and intent of Landlord and Tenant acknowledge and agree that both parties intend that, except as specifically stated to the contrary in Section 2.5, all Rent shall be absolutely net to Landlord, so that this Agreement Lease shall be and constitute what is generally referred yield to in Landlord the real estate industry as a "triple net" full amount of the Rent at all times during the Term, without deduction, abatement or "absolute net" leaseoffset. Under no circumstances, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect towhether now existing or hereafter arising, and associated withwhether or not beyond the present contemplation of the Parties, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all except as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless may be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitationLease, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or shall not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to incur any expense or make any payment of any kind hereunder or have any obligations with respect to this Lease or Tenant’s use or occupancy of the usePremises, possessionincluding any Improvements. Without limiting the foregoing, controlexcept as otherwise expressly provided in Sections 4.1.2 and 4.1.3, Tenant shall be solely responsible for paying each item of cost or expense of every kind and nature whatsoever, the payment of which Landlord would otherwise be or become liable by reason of Landlord’s estate or interests in the Premises and any Improvements, any rights or interests of Landlord in or under this Lease, or the ownership, leasing, operation, management, maintenance, alterationrepair, rebuilding, replacingremodeling, repairrenovation, restoration use or operation occupancy of all the Premises, any Improvements, or any part portion thereof. Except as may be specifically and expressly stated to the contrary in Section 2.5, (a) no occurrence or situation arising during the Term, nor any present or future Law, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant from its liability to pay all of the Leased Propertysums required by any of the provisions of this Lease, so long as the Leased Property or shall otherwise relieve Tenant from any part thereof is subject to of its obligations under this AgreementLease, and or shall give Tenant expressly waives the any right to perform terminate this Lease in whole or in part; and (b) Tenant waives any rights now or hereafter conferred upon it by any existing or future Law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of such sums, on account of any such action at the expense of Landlord pursuant to occurrence or situation, provided that such waiver shall not affect or impair any law.right or remedy expressly provided Tenant under this Lease.‌

Net Lease. Landlord and Tenant acknowledge and agree that both (i) It is the intention of the parties intend hereto that this Agreement is an “absolute net” lease, and except to extent set forth to the contrary in this Lease, the obligations of Tenant hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs independent covenants and expenses incurred with respect toagreements, and associated with, the Leased Property and that Rent payable by Tenant hereunder shall continue to be payable in all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses events (all except as more particularly herein providedexpressly provided in this Lease), together with any and all other assessmentsthat the obligations of Tenant hereunder shall continue unaffected, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord unless this Lease shall nonetheless be obligated to pay Landlord's personal income taxes with respect have been terminated pursuant to the Rent and other amounts received by Landlord under express provisions of this AgreementLease. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant this Lease shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout not terminate during the Term and Tenant shall not have any applicable Extended Term is absolute and unconditional and right to terminate this Lease during the respective obligations and liabilities of Term. Tenant and Landlord hereunder agrees that it shall in no way be releasednot take any action to terminate, discharged rescind, recharacterize or otherwise affected for any reason, including without limitation: avoid this Lease notwithstanding (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceedings relating to Tenant proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the mortgage, if any, or any other Person or (iii) any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by any trustee or receiver of Tenant or any other Person Landlord under the Federal Bankruptcy Code or by any courttrustee, in any such proceedings; (g) any right receiver or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise. (ii) Tenant shall pay directly to the proper authorities charged with the collection thereof all charges for water, sewer, gas, oil, electricity, telephone and other Person utilities or services used or consumed on the Premises during the Term, whether designated as a charge, tax, assessment, fee or otherwise, all such charges to perform be paid prior to delinquency. It is understood and agreed that Tenant shall make its own arrangements for the installation or comply with provision of all such utilities and that Landlord shall be under no obligation to furnish any of utilities to the terms of this Agreement, Premises and shall not be liable for any interruption or failure in the supply of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar such utilities to the foregoingPremises, whether foreseeable but will not hinder or unforeseeableinterfere with Tenant's rights to do so. ARTICLE II. MAINTENANCE, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementREPAIR, this Agreement shall be non-cancellable by Tenant for any reason whatsoever andREPLACEMENT ALTERATIONS, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.AND LEGAL COMPLIANCE Section 2.01

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales taxes, use taxes, leasing taxes and all other taxes based on gross receipts) and penalties and interest on such taxes imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or ad valorem tax return purposes only, Lessee shall include the Equipment on such reports and returns as a "triple net" or "absolute net" leasemay be required by local law, such that Tenant which returns shall be obligated hereunder timely filed by it. Lessee shall provide Lessor with evidence that Lessee has complied with the foregoing provisions. In any event, Lessee shall file all tax returns required for itself or Lessor with respect to the Equipment and this Lease and Lessor hereby appoints Lessee as its attorney-in- fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid, by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation immediately payable by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord Lessor and Tenant acknowledge Lessee do each state and agree represent that both parties intend it is the intention of each of them that this Agreement Lease be interpreted and construed as an absolute net lease, and all Base Rent and Additional Rent shall be and constitute what is generally referred paid by Lessee to in the real estate industry Lessor without abatement, deduction, diminution, deferment, suspension, reduction or setoff (except as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreementherein), it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder Lessee shall in no way not be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping to or destruction of or any requisition or taking the Premises from whatever cause (except as provided in Article 11 hereof); nor shall the obligations of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect Lessee be affected by reason of any obligation condemnation, eminent domain or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, (except as provided in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of LandlordArticle 12 hereof); (h) any failure on nor shall the part obligations of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or Lessee be affected by reason of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing, whether foreseeable foregoing or unforeseeableby any laws or customs to the contrary. It is the further express intent of Lessor and Lessee that (a) the obligations of Lessor and Lessee hereunder shall be separate and independent covenants and agreements and that the Base Rent and Additional Rent, and whether all other charges and sums payable by Lessee hereunder, shall commence at the times provided herein and shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to an express provision in this Lease; (b) all costs or not Tenant expenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary or required in and about the Premises, or any portion thereof, and Lessee's possession or authorized use thereof during the term of this Lease, shall have notice or knowledge be paid by Lessee and all provisions of any this Lease are to be interpreted and construed in light of the foregoing. Except as specifically set forth intention expressed in this Agreement, this Agreement Section 3.3; (c) the Base Rent specified in subsection 1.1 shall be non-cancellable absolutely net to Lessor so that this Lease shall yield net to Lessor the Base Rent specified in subsection 1.1 in each year during the term of this Lease except as otherwise provided in Section 9.4 hereof (unless extended or renewed at a different Base Rent); (d) all Impositions, Insurance Premiums, Real Estate Taxes, Operating Expenses, utility expense, repair and maintenance expense, and all other costs, fees, interest, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the Premises, or any portion thereof, which may arise or become due during the term of this Lease, or any extension or renewal thereof, shall be paid or discharged by Tenant for any reason whatsoever andLessee as Additional Rent, except for such repair and replacement obligations as expressly provided in this Agreement TenantLessor bears under Section 9.4 hereof; and (e) Lessee hereby agrees to indemnify, to the extent now or hereafter permitted by Applicable Lawsdefend and save Lessor harmless from and against such costs, waives all rights now or hereafter conferred by statute or otherwise to quitfees, terminate or surrender this Agreement or to charges, expenses, reimbursements and obligations, together with any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawinterest thereon.

Net Lease. Landlord and It is the intention of the parties hereto that the obligations of Tenant acknowledge and agree that both parties intend that this Agreement hereunder shall be separate and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs independent covenants and expenses incurred with respect toagreements, and associated withthat any Base Rent, the Leased Property Impositions, and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any other items of Rent and all other assessmentssums payable by Tenant hereunder shall continue to be payable in all events, chargesand that the obligations of Tenant hereunder shall continue unaffected, costs and expenses of any kind or nature whatsoever related to, or associated with, unless the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated requirement to pay Landlord's personal income taxes with respect or perform the same shall have been terminated pursuant to the an express provision of this Lease. This is a Net Lease and Base Rent, Impositions, and all other items of Rent and all other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant shall be paid without noticenotice or demand, demandand without setoff, counterclaim, set-offrecoupment, deduction or defense and without abatement, suspension, deferment, diminution diminution, deduction, reduction or reduction defense, except as otherwise specifically set forth herein. This Lease shall not terminate, and that Tenant's obligation Tenant shall not have any right to pay Rent throughout terminate this Lease, during the Term and (except as otherwise expressly provided herein). Tenant agrees that, except as otherwise expressly provided herein, it shall not take any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be releasedaction to terminate, discharged rescind or otherwise affected for any reason, including without limitation: avoid this Lease notwithstanding (ai) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustmentreadjustment, liquidation, dissolution, liquidation winding-up or other like proceedings relating to Tenant or proceeding affecting Landlord, (ii) the exercise of any other Person or remedy, including foreclosure, under any mortgage, (iii) any action taken with respect to this Agreement Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or otherwise, (iV) the taking of the Premises or any trustee portion thereof (except as specifically provided in Article 15 hereof), (V) the prohibition or receiver restriction of Tenant's use of the Premises under any laws or otherwise, (vi) the destruction of the Premises or any portion thereof, or (vii) the eviction of Tenant from possession of the Premises, by paramount title or otherwise, (viii) default by Landlord hereunder or under any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, agreement between Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingTenant. Except as specifically set forth expressly permitted in this AgreementLease, this Agreement shall be non-cancellable and subject to any right conferred by law of Tenant for any reason whatsoever andto receive notice, except as Tenant waives all rights which are not expressly provided in this Agreement Tenant, to the extent stated herein which may now or hereafter permitted by Applicable Laws, waives all rights now or hereafter otherwise be conferred by statute or otherwise law to quit, terminate or surrender this Agreement Lease or any of the Premises; to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to any diminutionBase Rent, abatement Impositions, or reduction other items of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Propertyother sums payable under this Lease, so long except as the Leased Property otherwise expressly provided herein; and for any statutory lien or any part thereof is subject to this Agreement, offset right against Landlord or its property. Landlord and Tenant expressly waives agree that this Lease is a true lease and does not represent a financing agreement. Each party shall reflect the right to perform any such action at the expense of Landlord pursuant to any lawtransaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with "true lease" treatment rather than "financing" treatment.

Net Lease. Landlord Except as otherwise specifically provided, this Lease is a “net” Lease. Tenant shall pay all rent and Tenant acknowledge all other charges due under this Lease without notice or demand and agree free from any charges, taxes, assessments, impositions, claims, damages, expenses, deductions, set-offs, counterclaims, abatement, suspension or defense of any kind. It is the intention of the parties that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that obligations of Tenant shall be obligated hereunder separate and independent covenants, that the rent and all other charges payable by Tenant shall continue to be payable in all events, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Except as otherwise specifically provided in this Lease, Tenant shall pay and be responsible to Landlord for all costs costs, expenses, obligations, liabilities and expenses incurred with respect toacts necessary or appropriate to and for, and associated or arising in connection with, the Leased Property proper use, operation, maintenance, care and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use occupancy of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Premises. Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter in the future conferred by statute or otherwise law to quit, terminate or surrender this Agreement Lease or the Premises or to any diminutionabatement, abatement suspension, deferment or reduction of Rent payable hereunder. Except the rent or any other charges and under this Lease, except as specifically set forth otherwise expressly provided in this AgreementLease. Tenant waives, under no circumstances or conditions shall Landlord be expected or required to make any payment the fullest extent waivable, the benefit of any kind hereunder present or have any obligations future law that would permit Tenant to terminate this Lease or require Landlord to maintain, repair or otherwise incur costs with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation Premises except to the extent Tenant would obtain a judgment of all or any part termination by a court of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawfinal jurisdiction in connection with a constructive eviction claim.

Net Lease. Landlord This Lease is intended to be and Tenant acknowledge and agree that both parties intend that this Agreement shall be deemed and constitute what is generally referred construed to in be an absolutely “net lease” and Lessee shall pay to Lessor, absolutely net throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated withTerm, the Leased Property and all personal property thereon and therein and the business operated thereon and thereinFixed Annual Rent, includingfree of any charges, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses impositions or deductions of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution deduction or reduction set-off whatsoever and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord Lessor be expected or required to make any payment of any kind hereunder whatsoever or have be under any obligations with respect other obligation or liability hereunder, except as otherwise expressly set forth in this Lease. Lessee shall pay all costs, expenses and charges of every kind and nature relating to the usePremises before and after the Commencement Date (except for the expenses related to any indebtedness of Lessor), possessionincluding, controlwithout limitation, maintenancereal property taxes, alterationpersonal property taxes, rebuildinguse taxes and any sales taxes, replacingwhich may arise or become due or payable during or after (but attributable to a period falling prior to or within) the Term, repairwhether such amounts are ordinary or extraordinary and irrespective as to whether such amounts could have been reasonably anticipated by the parties. Except as otherwise provided in this Lease, restoration the obligations of Lessee hereunder shall not be affected by reason of any damage to or operation destruction of all the Premises or any part thereof, any taking of the Leased Property, so long as the Leased Property Premises or any part thereof is subject or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any reason, any interruption or failure of utilities servicing the Premises, any matter affecting title to the Premises, any eviction by paramount title or otherwise (unless as a direct result of the gross negligence and/or willful misconduct of Lessor), the impossibility of performance by Lessor, Lessee or both, any action of any governmental authority, Lessee’s acquisition of ownership of all or part of the Premises (unless this AgreementLease shall be terminated by a writing signed by all parties, including any mortgagee, having an interest in the Premises), or any other cause whether similar or dissimilar to the foregoing and Tenant expressly waives whether or not Lessee shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable, except with respect to such of the right foregoing arising out of any default hereunder by Lessor or any action or failure to perform act by Lessor or, in any such action at case, any entity controlled by, controlling or under common control with Lessor, or any employee or contractor of Lessor or any such affiliated entity. The parties intend that the expense obligations of Landlord Lessee under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to any lawan express provision of this Lease. Without limiting the foregoing, Lessee, at its sole cost and expense, shall perform the work and otherwise comply with the obligations set forth on Schedule “F” attached hereto and by this reference made a part hereof.

Net Lease. It is the agreement of Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what Lease is generally referred to in the real estate industry as a "so-called “triple net" or "absolute net" ” lease, such that Tenant shall be obligated hereunder to pay and the payment of all costs charges and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind necessary or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect incident to the Rent use or operation and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, controlrepairs, maintenance, alterationrestoration or replacement of the Premises, rebuildingthe Building Improvements and the Ancillary Facilities, replacing, as well as all charges and expenses necessary or incident to the repair, restoration or operation replacement of the Building Improvements and the Ancillary Facilities, and the payment of all impositions, taxes, insurance costs (including all insurance costs incurred by Landlord) or other payments explicitly required to be made by Tenant pursuant to the provisions of this Lease, are the sole obligation of Tenant, and Landlord neither has nor shall have any part obligation of payment therefor. The payment of all charges and expenses necessary or incident to the repair, replacement, restoration or protection of the Leased PropertyPremises, so long as necessitated by structural defects or in the Leased Property nature of capital expenditures, other than Tenant’s Building Improvements or any part thereof is subject to this Agreementthe Ancillary Facilities, are the sole obligation of Landlord, and Tenant expressly waives neither has nor shall have any obligation of payment therefor. Upon the right failure of Tenant to perform pay any such action at of the expense costs, charges or expenses it is so obligated to pay, Landlord shall have the same rights and remedies as otherwise provided in this Lease for the failure of Tenant to pay Rent. Upon the failure of Landlord pursuant to pay any lawof the costs, charges or expenses it is so obligated to pay, except for financial obligations of the Landlord to third parties which may pertain to property interests of the Landlord in addition to the Premises such as for mortgages, taxes or insurance payments, Tenant shall have the same rights and remedies as otherwise provided in this Lease in the event of a Landlord Default (as defined in Section 12.3). In the event that any of the costs, charges or expenses Tenant is obligated to pay is paid in the first instance by Landlord, and then billed by Landlord to Tenant, then, with the invoice, Landlord shall provide Tenant with supporting documentation related thereto and Tenant shall pay the invoice within thirty (30) days after receipt of the invoice and adequate supporting documentation.

Net Lease. Landlord Except as herein expressly provided to the contrary, this Lease is intended to be, and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" construed as, an absolutely net lease, such that whereby the Fixed Annual Rent shall be a completely net return to Landlord throughout the Term and Tenant shall be obligated hereunder solely responsible for any and all expenses, costs, liabilities, obligations, insurance premiums for insurance obtained by Tenant and/or required to pay all be obtained by Tenant pursuant to the terms of this Lease, payments in respect of Leasehold Mortgages, costs of compliance with Legal Requirements, Claims and expenses charges whatsoever, which shall arise or be incurred or shall become due, during or on account of the Term, with respect to, and associated to or in connection with, the Leased Property Portfolio and/or the use, operation, management, leasing, development, maintenance and all personal property thereon and therein and repair of the business operated thereon and thereinProperty Portfolio. Notwithstanding anything to the contrary contained in this Article 5 (except as otherwise expressly set forth in the other Articles of this Lease, including, without limitation, all Articles 37 and 38, Section 36.22 and Section 20.4), the parties confirm and agree that Tenant shall have no obligation to pay (i) any interest or principal due or to become due under any Fee Mortgage or any costs or charges due or to become due under or are incurred in connection with any Fee Mortgage (including without limitation, servicing fees, legal fees, transfer taxes or mortgage recording taxes, prepayment penalties, fees or yield maintenance fees, and assessmentsaccounting, utility chargesconsultant, insurance costsmortgage, maintenance costs and repairbrokerage or other similar expenses related thereto), replacement and restoration expenses or (ii) any asset management or asset advisory fees incurred by Landlord (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant which shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereofby Landlord), or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (biii) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; Landlord’s general corporate overhead and administrative expenses (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord accounting fees and other advisory fees and costs of any internal processes or reviews and organizational costs and expenses (including penalties or fines) associated with the creation, maintenance, reorganization and operation of the entity which constitutes Landlord), or (iv) the cost of any vendorappraisal, manufacturer inspection, analysis, study or contractor of review obtained by Landlord, or for the Leased Property (v) Landlord’s insurance premiums or other insurance costs (other than a claim resulting those premiums or costs arising from any insurance procured by Landlord pursuant to Section 16.7), or (vi) costs incurred by Landlord which result directly and solely from Landlord’s or Landlord’s agent’s breach of this Lease or Landlord’s or Landlord’s agent’s fraud, negligence or willful misconduct and which are not caused by the fraud, negligence, willful misconduct, acts or gross negligence omissions of, or breach of Landlord); (h) any failure on the part of Landlord this Lease by, Tenant or Tenant’s agents, contractors, subtenants, employees, invitees or any other Person to perform party acting under or comply with any on behalf of the terms of this AgreementTenant (collectively, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing“Landlord Payment Obligations”). Except as specifically set forth provided otherwise in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions conditions, whether now existing or hereafter arising, and whether within or beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder or have incur any obligations obligation whatsoever with respect to the useProperty Portfolio, possessionor otherwise have any obligation or liability with respect to the Property Portfolio; provided that the foregoing shall not be construed to require Tenant, controlexcept as specifically provided otherwise in this Lease, maintenance(x) to pay any Landlord Obligations or pay any amount or perform any obligations of Landlord under any contract or agreement entered into by Landlord to which Tenant is not a party, alterationor (y) to assume any liability for any obligations of Landlord arising under any such contract or agreement or in connection with any such transfer or in connection with any Fee Mortgage or other encumbrance granted by Landlord from and after the Commencement Date, rebuildingincluding payment of debt service or other payments on any obligation secured by any Fee Mortgage, replacing, repair, restoration except in any case of (x) or operation of all or any part of (y) only to the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and extent Tenant expressly waives the right consents in writing to perform such contract, agreement or other encumbrance (including, without limitation, any consent pursuant to Section 7.6 below) or otherwise agrees in writing to assume any liability under any such action at contract or agreement (collectively with the expense Landlord Payment Obligations, the “Landlord Obligations”), provided that the foregoing shall not be construed to relieve Tenant from complying with and performing any express obligations of Tenant under this Lease or the purchase option hereunder that may also constitute covenants or obligations of Landlord pursuant to under any lawsuch contract or agreement entered into by Landlord with any third party.

Net Lease. Landlord This Lease is intended to be a “net lease”, and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred pay to in Landlord, absolutely net throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated withLease Term, the Leased Property and all personal property thereon and therein and the business operated thereon and thereinRent, includingfree of any charges, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses impositions or deductions of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution deduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such nonset-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingoff whatsoever. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under Under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect whatsoever. Tenant shall pay all costs, expenses and charges of every kind and nature relating to the usePremises, possessionwhich may arise or become due or payable prior to, controlduring or after (but only to the extent attributable to the period falling within the Lease or Term) the Lease Term. Except as otherwise specifically provided in this Lease, maintenanceTenant’s obligation to pay Rent hereunder accruing during the Lease Term hereof shall not terminate prior to the date definitely fixed for the expiration to the Lease Term. Except as specifically set forth herein, alteration, rebuilding, replacing, repair, restoration the obligations of Tenant hereunder shall not be affected by reason of: any damage to or operation destruction of all the Premises or any part thereof, any taking of the Leased Property, so long as the Leased Property Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of or interference with Tenant’s use, occupancy or enjoyment of the Premises or any part thereof by any action of any governmental authority. Notwithstanding anything contained herein to the contrary, Tenant shall not be liable for any Impositions or other charges or assessments for which the Tenant is subject liable under this Lease following the expiration or prior termination of the Lease. The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Agreement, and Tenant expressly waives the right to perform any such action at the expense Lease or by mutual agreement of Landlord pursuant to any lawand Tenant.

Net Lease. Landlord and Tenant acknowledge do each state and agree represent that both parties intend it is their respective intention that this Lease Agreement shall be interpreted and constitute what is generally referred to in the real estate industry construed as a "triple net" or "an absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property net lease and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Basic Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Additional Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and by Tenant to Landlord without abatement, suspensiondeduction, diminution, deferment, diminution suspension, reduction or reduction setoff (except as provided in Sections 2.3 and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional 12.9 hereof), and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping to or destruction of or any requisition or taking the Demised Premises from whatever cause (except as provided for in Section 13.6 hereof); nor shall the obligations of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect Tenant be affected by reason of any obligation condemnation, eminent domain or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver (except as provided in Article XIV hereof); nor shall the obligations of Tenant or any other Person or be affected by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or reason of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoing, whether foreseeable foregoing or unforeseeableby any laws or customs to the contrary. It is the further express intent of Landlord and Tenant that (a) the obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and that the Basic Rent and Additional Rent, and whether or not all other charges and sums payable by Tenant hereunder, shall have notice or knowledge of any of commence at the foregoing. Except as specifically set forth times provided herein and shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to in express provision in this Lease Agreement; (b) all costs or expenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary or required in and about the Demised Premises, or any portion thereof, and Tenant's possession or authorized use thereof during the term of this Lease Agreement (and the Early Occupancy Period), shall be non-cancellable paid by Tenant for any reason whatsoever andTenant, except as expressly provided in this Section 11.1 above, and all provisions of this Lease Agreement Tenantare to be interpreted and construed in light of the intention expressed in this Section 11.1; (c) the Basic Rent specified in Section 3.1 shall be absolutely net to Landlord, except as provided in this Section 11.1 above, so that this Lease Agreement shall yield net to Landlord the Basic Rent specified in Section 3.1 in each year during the term of this Lease Agreement (unless extended or renewed at a different Basic Rent); (d) all Impositions, insurance premiums, utility expense, repair and maintenance expense, and all other costs, fees, interest, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the extent now or hereafter permitted by Applicable LawsDemised Premises, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part portion thereof, which may arise or become due during the term of this Lease Agreement (and the Leased PropertyEarly Occupancy Period), so long as the Leased Property or any part thereof is subject to this Agreementextension or renewal thereof, and shall be paid or discharged by Tenant expressly waives the right to perform any such action at the expense as Additional Rent, except for those obligations of Landlord pursuant expressly provided herein; and (e) Tenant hereby agrees to indemnify, defend and save Landlord harmless from and against such costs, fees, charges, expenses, reimbursements and obligations, any lawinterest thereon, except those obligations of Landlord expressly provided herein.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this Master Lease is, and is intended to be, what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Agreement Master Lease shall be yield to Landlord the full amount or benefit of the installments of Base Rent and constitute what is generally referred to in Tenant’s Proportionate Share of Additional Charges throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes Term with respect to the entire Demised Premises, all as more fully set forth in Article V and subject to any other provisions of this Master Lease that expressly provide for adjustment or abatement of Rent and or other amounts received by Landlord under this Agreementcharges (if any). Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementMaster Lease, this Agreement Tenant assumes the responsibility for the condition, use, operation and maintenance of the Demised Premises, and Landlord shall be non-cancellable have no responsibility or liability therefor. If Landlord commences any proceedings for nonpayment of Rent, Tenant will not interpose any counterclaim or cross complaint or similar pleading of any nature or description in such proceedings (nor move or agree to consolidate in such proceedings any claim by Tenant in any other proceedings). The covenants to pay Base Rent and Additional Charges amounts hereunder are independent covenants, and Tenant shall have no right to hold back, offset, deduct, credit against or fail to pay in full any such amounts for claimed or actual default or breach by Landlord of whatsoever nature or for any other reason whatsoever andwhatsoever. For the avoidance of doubt, except as Tenant shall not have, and hereby expressly provided in this Agreement Tenantand absolutely waives, relinquishes, and covenants not to the extent now assert, accept or hereafter permitted by Applicable Lawstake advantage of, waives all rights now any right to deposit or hereafter conferred by statute pay with or otherwise to quitinto any court or other third‑party escrow, terminate depository account or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations tenant account with respect to the useany disputed Rent, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part Rent pending resolution of the Leased Property, so long as the Leased Property any other dispute or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawcontroversy with Landlord.

Net Lease. Landlord This Lease is intended to be and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple an absolute “net" or "absolute , net" , net” lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon Base Rent and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent sums payable hereunder by Tenant (all of which shall be deemed to be additional rent) shall be paid without notice, demand, counterclaim, notice or demand and without set-off, deduction or defense and without counterclaim, abatement, suspension, defermentdeduction, diminution or reduction defense except to the extent (if any) otherwise expressly set forth in this Lease. As more particularly set forth herein, Tenant shall pay all Taxes (hereinafter defined), insurance premiums, maintenance, repair and that Tenant's obligation replacement costs and expenses, utility charges and expenses, and all other costs and expenses, of whatever nature, relating in any way to pay Rent throughout the Premises and/or the operation thereof during the Term except as otherwise provided in this Lease. In addition, this Lease shall continue in full force and any applicable Extended Term is absolute and unconditional effect and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged discharged, diminished, or otherwise affected for by reason of any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality damage to or fitness for use destruction of the Leased Property Premises, or any part or parts thereof, or the failure of the Leased Property to comply with Applicable Laws, including by any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereofpartial taking, or by any environmental condition restriction on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property Premises or any part or parts thereof, including eviction; (d) any defect in title to or rights except to the Leased Property extent otherwise expressly set forth in this Lease. Landlord shall have no responsibility or any lien on such title or rights to the Leased Property; (e) any changeobligation, waiverwhatsoever, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee the Premises or receiver of Tenant the condition or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, includinguse thereof during the Term and shall be absolutely, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting exculpated from any willful misconduct or gross negligence and all such responsibilities and/or obligations, all such responsibilities and obligations being those of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever andTenant, except as expressly provided in this Agreement Tenant, and to the extent now that any such responsibilities or hereafter permitted by Applicable Lawsobligations arise from the gross negligence or willful misconduct of Landlord. For avoidance of doubt, waives all rights now the foregoing shall not obligate Tenant to pay any Landlord administrative costs or hereafter conferred by statute or otherwise insurance premiums that Landlord may elect to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations incur with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawPremises.

Net Lease. The Tenant acknowledges that it is intended and agreed that this Lease is completely carefree net lease for the Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what the Landlord is generally referred to in not responsible during the real estate industry as a "triple net" Term or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance any renewals thereof for any costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses or outlays of any kind or nature whatsoever related torelating to the Premises, Building, the Common Inside Areas and Common Outside Areas and Facilities, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect toComplex, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part contents thereof, or the failure of the Leased Property to comply with Applicable Lawsotherwise, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except except as specifically set forth in this AgreementLease, this Agreement shall be non-cancellable by and that the Tenant for any reason whatsoever andwill pay all charges, except as expressly provided in this Agreement Tenanttaxes, impositions, costs and expenses of every kind relative to the extent now or hereafter permitted by Applicable LawsPremises, waives all rights now or hereafter conferred by statute or otherwise and the Tenant covenants with the Landlord accordingly. Notwithstanding any other provisions of this Lease to quitthe contrary, terminate or surrender this Agreement or the Tenant shall pay to the Landlord an amount equal to any diminutionand all goods and services taxes, abatement sales taxes, value added taxes, or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall any other taxes imposed on the Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the useBasic Rent, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all Additional Rent or any part other amounts payable by the Tenant to the Landlord under this Lease whether characterized as a goods and services tax, sales tax, value added tax or otherwise (herein called "Sales Taxes"), it being the intention of the Leased Property, parties that the Landlord shall be fully reimbursed by the Tenant with respect to any and all Sales Taxes payable by the Landlord. The amount of such Sales Taxes so long payable by the Tenant shall be calculated by the Landlord in accordance with the applicable legislation and shall be paid to the Landlord at the same time as the Leased Property amounts to which such Sales Taxes apply are payable to the Landlord under the terms of this Lease or upon demand at such other time or times as the Landlord from time to time determines. Notwithstanding any part thereof is subject other provision in this Lease to the contrary, the amount payable by the Tenant under this Agreementparagraph shall be deemed not to be Basic Rent or additional rent, but the Landlord shall have all of the same remedies for and Tenant expressly waives the right to perform any rights of recovery of such action at the expense amount as it has for recovery of Landlord pursuant to any lawrent under this Lease.

Net Lease. Landlord and Tenant The parties acknowledge and agree that both this Lease is and is intended to be a triple net, "bondable" lease and the parties hereto intend that Landlord shall receive all Minimum Annual Rent and all Additional Rent and all other sums payable hereunder free and clear of any and all liability or responsibility of Landlord for impositions, taxes, liens, charges or expenses, offsets, or similar deductions of any nature whatsoever. Tenant shall pay all items of expenses and damage that are attributable to Tenant and/or its use and/or possession of the Demised Premises and which, except for the execution of this Agreement shall be Lease, would have been chargeable against the Demised Premised and constitute what payable by the Landlord. Since this Lease is generally referred to in the real estate industry as a triple net "triple net" or "absolute netbondable" lease, such that Tenant shall be obligated hereunder agrees to pay promptly reimburse Landlord for all costs and expenses incurred with respect toreasonable out-of-pocket attorneys', accountants', and associated with, the Leased Property appraisers' fees and all personal property thereon and therein and the business operated thereon and thereintheir respective disbursements reasonably incurred by Landlord in connection with this Lease, including, without limitation, reviewing, approving and/or consenting to any loan documents if and to the extent such loan documents are proposed by Tenant and reviewing, approving and consenting to any sublease or other Transfer documents, excluding, however all taxes attorneys' fees incurred in the negotiation and assessmentspreparation of this Lease through the date hereof, utility chargesbut including amendments hereto or requests for consents hereunder, insurance costsif any (except to the extent that such amendments or consents are requested by Landlord). Tenant understands and agrees that Landlord is to have no obligation whatsoever under this Lease or otherwise in respect of the repair, operation, maintenance costs and repair, and/or replacement and restoration expenses of the Demised Premises or for the quality or compliance with applicable law of its construction (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated within either case, the Leased Property lack thereof) with all such obligations being the sole responsibility of the Tenant, at Tenant's sole cost and the business operated thereon and thereinexpense, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes except as otherwise provided in this Lease with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Landlord's Additional Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. This Lease is an absolutely triple net lease to Landlord except as may expressly be provided herein. It is the intent of the parties hereto that the Annual Fixed Rent payable under this Lease shall be an absolutely net return to Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred to in the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred relating to the Premises except as otherwise expressly set forth in this Lease. Without limiting the generality of the preceding sentence, Tenant shall at its sole cost and expense (which expense shall be deemed Additional Rent hereunder) be responsible for payment of all Taxes, all electricity, telecommunication service, gas, water, sewer, telecommunications, refuse disposal, and other charges for utilities and services supplied to the Premises, insurance costs (including the cost of insurance maintained by Landlord), amounts due under any Title Document, other than any mortgage or other lien granted by Landlord with respect toto the Premises, and associated withall costs of cleaning, maintaining and repairing the Premises in accordance with the terms of this Lease (excluding, however the initial Allowance and the Roof Allowance payments in connection with the Initial Improvements and Roof Improvements in accordance with the terms and conditions of the Work Letter). Any amount or obligation herein relating to the Premises that is not expressly declared to be that of Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant at Tenant’s expense and Tenant shall indemnify Landlord against, and hold Landlord harmless from the same. Tenant shall have no obligation to pay Landlord for any of Landlord’s internal costs, including without limitation, bookkeeping, accounting and legal fees. Except as otherwise expressly set forth in this Lease, Annual Fixed Rent, Additional Rent, and all other sums payable hereunder by Tenant, shall be paid without notice or demand, and without set off, counterclaim, recoupment, abatement, suspension, deduction, or defense. (other than payment) whatsoever, so that this Lease shall yield net to Landlord the Annual Fixed Rent under all circumstances and conditions whether now or hereinafter existing and whether or not within the contemplation of the parties. Except as otherwise expressly set forth in this Lease and except with respect to certain events of casualty or condemnation as set forth in Article X hereof, Tenant shall in no event have any right to terminate this Lease. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the Annual Fixed Rent, the Leased Property Additional Rent, and all personal property thereon other sums payable by Tenant hereunder shall continue to be payable in all events, and therein that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated, abated or subject to the right of offset pursuant to an express provision of this Lease. As used herein, the term “Title Documents” means any and all easements, covenants, conditions, restrictions, industrial park association agreements, and other agreements, encumbrances, and restrictions of record affecting all or part of the business operated thereon Premises (i) described in that certain Chicago Title Insurance Company ALTA 1992 Owner’s Form Title Policy, File Number 100617134, effective date June 20, 2006, insuring Landlord (the “Title Policy”), a copy of which Title Policy was provided to Tenant, (ii) existing as of the date of this Lease but not described in the Title Policy, and therein(iii) hereafter created which do not materially increase Tenant’s obligations under this Lease or materially reduce Tenant’s rights with respect to the Premises, includingwhich include, without limitation, all taxes mortgages and assessmentsrelated liens subject to the provisions of Article 11 below. Landlord represents and warrants that it has not granted any Title Documents currently encumbering the Premises that are not set forth in the Title Policy. Further, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses to Landlord’s knowledge (all as more particularly herein providedhereinafter defined), together with any them are no Title Documents currently encumbering the Premises and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect not set forth in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; Title Policy except as follows: (i) any invalidityAssignment and Assumption dated June 15, unenforceability2006, rejection or disaffirmance between FAC Acquisition, LLC and Welshinvest Acquisitions, LLC, recorded July 21, 2006, with the Office of the County Recorder, Xxxxxxx County, Minnesota, as Document No. 1200899; (ii) Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Assignment of Assignment of Leases and Rents dated effective September 28, 2006, between JPMorgan Chase Bank, N.A., and LaSalle Bank National Association, as Trustee, recorded April 10, 2007, with the Office of the County Recorder, Steams County, Minnesota, as Document No. 1224179; and (iii) UCC Financing Statement Amendment recorded April 10, 2007, with the Office of the County Recorder, Steams County, Minnesota, as Document No. 1224180. For purposes of this Agreement by operation Lease, “Landlord’s knowledge” means the present actual knowledge of law or otherwise against or by Tenant or any provision hereof; (j) Xxxxx Xxxx, the impossibility Asset Manager of performance by Tenant or Landlord, without any duty of investigation or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawinquiry.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales, use and leasing taxes and penalties and interest on such taxes) imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or ad valorem tax return purposes only, Lessee shall include the Equipment on such reports and returns as a "triple net" or "absolute net" leasemay be required by local law, such that Tenant which returns shall be obligated hereunder timely filed by it. Lessee shall provide Lessor with evidence that Lessee has complied with the foregoing provisions. In any event, Lessee shall file all tax returns required for itself or Lessor with respect to the Equipment and this Lease and Lessor hereby appoints Lessee as its attorney-in-fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorneys' fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defense asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation immediately payable by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both It is the intention of the parties intend hereto that this Agreement shall be and constitute what Lease is generally referred to in the real estate industry as a "triple netnet lease" or "absolute net" leaseand that Landlord shall receive the rent herein provided as net income from the Premises, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, not diminished by (i) any imposition (including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessmentstaxes, charges, costs and expenses fees or duties) of any kind or public authority of any nature whatsoever related toduring the entire Term of this Lease notwithstanding any changes in the method of taxation or raising, levying or assessing any imposition, or associated withany changes in the name of any imposition, or (ii) the Leased Property cost of any repairs, replacements, restorations, improvements, maintenance, utilities, insurance or other expenses or charges in any way connected with or related to the Premises, or (iii) any other costs or expense involved in the care, management, use, construction and operation of the business operated thereon and thereinPremises or any improvements thereto. All such impositions, other than Landlord's financing costs and costs, expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant charges shall be paid without notice, demand, counterclaim, set-off, deduction or defense by Tenant from and without abatement, suspension, deferment, diminution or reduction after the commencement date of this Lease and that Tenant's obligation to pay Rent throughout during the entire Term and any applicable Extended Term of this Lease. Whenever in this Lease provision is absolute and unconditional and made for the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect doing of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or act by Tenant or any provision hereof; (j) the impossibility of performance it is understood and agreed that said act shall be done by Tenant at its own cost and expense without any contribution or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence reimbursement from Landlord whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingunless a contrary intent is specifically expressed. Except as specifically set forth in this Agreementherein, this Agreement Landlord is not and shall not be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to render any services of any kind to Tenant or for the Premises, nor to incur any expense or make any payment of any kind hereunder or have any obligations with respect to the usePremises, possession, control, maintenance, alteration, rebuilding, replacingnor to maintain, repair, restoration rebuild or operation of all restore the Premises or any part of any of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreementforegoing, and Tenant hereby expressly waives the right to perform any such action make repairs at the expense of Landlord pursuant to Landlord, which right may be provided for by common law or in any statute or law, whether in effect at the time of execution and delivery of this Lease or hereafter enacted.

Net Lease. Landlord This Lease is intended to be a “net lease”, and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred pay to in Landlord, absolutely net throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated withLease Term, the Leased Property and all personal property thereon and therein and the business operated thereon and thereinRent, includingfree of any charges, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses impositions or deductions of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution deduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingsetoff whatsoever. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under Under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect whatsoever. Tenant shall pay all costs, expenses and charges of every kind and nature relating to the usePremises, possessionwhich may arise or become due or payable prior to, controlduring or after (but only to the extent attributable to the period falling within the Lease or Term) the Lease Term. Except as otherwise specifically provided in this Lease, maintenanceTenant’s obligation to pay Rent hereunder accruing during the Lease Term hereof shall not terminate prior to the date definitely fixed for the expiration to the Lease Term. Except as specifically set forth herein, alteration, rebuilding, replacing, repair, restoration the obligations of Tenant hereunder shall not be affected by reason of: any damage to or operation destruction of all the Premises or any part thereof, any taking of the Leased Property, so long as the Leased Property Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of or interference with Tenant’s use, occupancy or enjoyment of the Premises or any part thereof by any action of any governmental authority. Notwithstanding anything contained herein to the contrary, Tenant shall not be liable for any Impositions or other charges or assessments for which the Tenant is subject liable under this Lease following the expiration or prior termination of the Lease. The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Agreement, and Tenant expressly waives the right to perform any such action at the expense Lease or by mutual agreement of Landlord pursuant to any lawand Tenant.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend (i) this CLEC Master Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Agreement CLEC Master Lease shall be yield to Landlord the full amount or benefit of the installments of Rent and constitute what is generally referred to in Additional Charges throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred Term with respect toto each CLEC Facility subject to this CLEC Master Lease from time to time, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided)fully set forth in Article IV and subject to any other provisions of this CLEC Master Lease which expressly provide for adjustment or abatement of Rent or other charges. If Landlord commences any proceedings for non-payment of Rent or Additional Charges, together with 3333 Tenant will not interpose any and all other assessments, charges, costs and expenses counterclaim or cross complaint or similar pleading of any kind nature or nature whatsoever related to, description in such proceedings unless Tenant would lose or associated with, waive such claim by the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; providedfailure to assert it. This shall not, however, that Landlord shall nonetheless be obligated construed as a waiver of Tenant's right to assert such claims in a separate action brought by Tenant. The covenants to pay Landlord's personal income taxes with respect to the Rent and other amounts received hereunder are independent covenants, and Tenant shall have no right to hold back, offset or fail to pay any such amounts for default by Landlord or for any other reason whatsoever. Notwithstanding anything to the contrary contained herein, in the event Landlord or any of its Affiliates defaults on its obligation to fund (such amount Landlord or its Affiliate fails to fund, the “Landlord Defaulted Obligations Amount”) (i) any Requested Funding Amount with respect to GCI that is required to be funded in accordance with Article X, (ii) proceeds of the CLEC Equipment Loan required to be funded pursuant to the CLEC Equipment Loan Agreement, and (iii) any other cash amounts due and payable by Landlord (or an Affiliate of Landlord) to Tenant under this Agreement. Except as expressly hereinabove CLEC Master Lease or the Settlement Agreement or the APA, and in each case, such failure is not cured by Landlord within thirty (30) days following receipt of Notice from Tenant of Landlord's failure to make such payment (provided, no Notice shall be required to be provided to Landlord if such Notice is stayed or prohibited by applicable law and, in such case, Tenant may offset as follows beginning on the date thirty (30) days after such Landlord failure), Tenant shall bear no cost be entitled to offset an amount equal to such Landlord Defaulted Obligations Amount against the next subsequent payment or expense payments, as necessary, of Rent (or any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable other amounts due hereunder by Tenant to Landlord) (any such amount, a “Tenant Payment Offset Amount” and any such offset, a “Tenant Payment Offset”) and any such Tenant Payment Offset shall be treated as payment by Landlord (or the applicable Affiliate of Landlord) of such Landlord Defaulted Obligations Amount as of the date of such offset. The parties hereto agree that, with respect to any Tenant Payment Offset, for all purposes, the Tenant Payment Offset Amount with respect to such Tenant Payment Offset shall be deemed to have been paid without noticeby Tenant as Rent (or as such other amount due). Notwithstanding anything to the contrary contained in this Section 3.4 or in this CLEC Master Lease, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or event any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach Tenant Payment Offset is in respect of any obligation or liability Landlord Defaulted Obligations Amount owed by an Affiliate of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitationLandlord, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person and such Affiliate shall be entitled to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar agree as to the foregoingtreatment, whether foreseeable or unforeseeablesolely between Landlord and such Affiliate, and whether or not of such Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawPayment Offset.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what This Lease is generally referred to in the real estate industry as a "triple netnet lease" or "absolute net" leaseand shall, such that Tenant shall except as otherwise specifically provided herein, be obligated hereunder absolutely net to pay all costs and expenses incurred with respect toLandlord, and associated withfree of any charges, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses impositions or deductions of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreementkind. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay the Total Rent throughout the Term and any applicable Extended Term is payable hereunder shall be absolute and unconditional under any and all circumstances, except as otherwise specifically provided herein, and shall not be terminated, extinguished, diminished, lost or otherwise impaired by any circumstance of any character, except as otherwise specifically provided herein. Accordingly, except as provided herein, all costs, expenses and obligations of every kind and character whatsoever relating to the Premises, or any improvements thereon, which may arise or become due during the Term shall be paid by Tenant, and Landlord shall be indemnified and held harmless by Tenant from and against the same. Except as otherwise specifically provided herein, the Total Rent shall not be subject to any abatement and the respective obligations and liabilities of Tenant and Landlord hereunder payments thereof shall in no way not be releasedsubject to any setoff, discharged deduction, reduction or otherwise affected diminution for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Lawsreason whatsoever, including any inability present or future claims of Tenant against Landlord under this Lease or otherwise. To the extent permitted by applicable law, Tenant 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 occupy terminate, cancel, quit or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken surrender this Lease with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of Premises except in accordance with the express provisions hereof. If for any reason whatsoever this Agreement, Lease shall terminate in whole or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement in part by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly specifically provided in this Agreement Tenantherein, Tenant nonetheless agrees, to the extent now or hereafter permitted by Applicable Lawsapplicable law, waives all rights now or hereafter conferred by statute to pay to Landlord an amount equal to each installment of Total Rent due and owing, at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been so terminated. Nothing contained herein (other than SECTION 2 of Article XIV) shall be construed to waive any claim which Tenant might have under this Lease or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction limit the right of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required Tenant to make any payment of any kind hereunder claim it might have against Landlord or have any obligations with respect to the usepursue such claim, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration right or operation of all or any part of the Leased Property, so long remedy in such manner as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawshall deem appropriate.

Net Lease. Landlord This Lease is a net lease, and the rent payable under this Lease, or any other agreement between Tenant acknowledge and agree that both parties intend the Authority shall be absolutely net to Authority at all times during the term of this Lease, so that this Agreement Lease shall be and constitute what is generally referred yield to in Authority the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder full amount of the rent throughout the term of this Lease. Unless otherwise specifically stated to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitationcontrary herein, all taxes and assessments, utility charges, insurance costs, maintenance costs and repairexpenses, replacement and restoration expenses (all as more particularly herein provided)taxes, together with any and all other assessmentsfees, charges, costs and expenses other obligations of any kind character directly or nature whatsoever related toindirectly relating to the Premises or the ownership, possession, use, occupation, operation, maintenance, repair, condition, alteration, improvement, or associated withreplacement of the Premises which arise or become due or payable during the term of this lease shall be paid by Tenant, the Leased Property whether or not specifically described in this Lease. The rent shall be paid to Authority when due and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless charges to be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received borne by Landlord Tenant under this Agreement. Except Lease shall be paid when due, without demand or notice (except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this AgreementLease), it is agreed and intended that Rent payable hereunder without any abatement, deduction, diminution, suspension, interruption, deferment, or reduction by Tenant shall be paid without notice, demand, counterclaimreason of any claim, set-off, deduction counterclaim, defense, or defense any other reason whatsoever. Except as expressly provided in this Lease to the contrary, this Lease shall continue in full force and without abatementeffect during its full term, suspensionand all costs, defermentexpenses, diminution or reduction taxes, fees, charges, and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective other obligations and liabilities of Tenant and Landlord hereunder under this Lease shall in no way not be released, discharged discharged, or otherwise affected for any reason, including without limitationby reason of: (a) any defect in the condition, merchantability, design, quality damage to or fitness for use destruction of the Leased Property Premises or any part thereof or any condemnation of the Premises or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping restriction or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property Premises or any part thereofthereof unless caused by the Authority, including evictionits employees, agents, contractors or anyone for whom the Authority is responsible; (c) any inconvenience or interruption or loss of business caused by any past, present, or future legal requirements or insurance requirements; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, or other like proceedings similar proceeding relating to Tenant or any other Person Authority or any action taken with respect to this Agreement lease by any trustee or receiver of Tenant or any other Person Authority or by any court, in court of any such proceedingsproceeding; (ge) any right or claim that which Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwiseAuthority; or (mf) any other occurrence whatsoever whatsoever, whether similar or dissimilar to the foregoingforegoing and in each case, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord This Lease shall be deemed and construed to be a --------- "Net, Net, Net Lease", and Tenant acknowledge and agree that both parties intend that this Agreement shall be and constitute what is generally referred pay to in Landlord, absolutely net throughout the real estate industry as a "triple net" or "absolute net" lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated withTerm, the Leased Property and all personal property thereon and therein and the business operated thereon and thereinRent, includingfree of any charges, without limitationtaxes, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses impositions or deductions of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution deduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoingset- off whatsoever. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under Under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder whatsoever or have be under any obligations with respect other obligation or liability hereunder, except as herein otherwise expressly set forth. Tenant shall pay all costs, expenses and charges of every kind and nature relating to the usePremises, possessionexcept debt service on any Mortgage or any other indebtedness of Landlord, controlwhich may arise or become due or payable prior to, maintenanceduring or after (but attributable to a period falling prior to or within) the Term. Except as specifically set forth herein, alteration, rebuilding, replacing, repair, restoration the obligations of Tenant hereunder shall not be affected by reason of any damage to or operation destruction of all the Premises or any part thereof, any taking of the Leased Property, so long as the Leased Property Premises or any part thereof is subject or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of Tenant's use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any reason, any matter affecting title to the Premises, any eviction by paramount title or otherwise, the impossibility, impracticability or illegality of performance by Landlord, Tenant or both, any action of any governmental authority, Tenant's acquisition of ownership of all or part of the Premises (unless this AgreementLease shall be terminated by a writing signed by Landlord, Tenant and any Mortgagee having an interest in the Premises), any breach of warranty or misrepresentation, or any other cause whether similar or dissimilar to the foregoing and whether or not Tenant expressly waives shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable. The parties intend that the right obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified terminated pursuant to perform any such action at the expense an express provision of this Lease or by mutual agreement of Landlord pursuant to any lawand Tenant.

Net Lease. Landlord THIS LEASE AND ANY SCHEDULE HERETO IS A NET LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All taxes, assessments, licenses, and Tenant acknowledge other charges (including, without limitation personal property taxes and agree that both parties intend that sales taxes, use taxes, leasing taxes and all other taxes based on gross receipts) and penalties and interest on such taxes imposed, levied or assessed on the ownership, possession, rental or use of the Equipment during the term of this Agreement Lease and any Schedule hereto (except for Lessor's federal or state net income taxes) shall be paid by Lessee when due and constitute what is generally referred to in before the real estate industry same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against Lessor or Lessee. To the extent possible under applicable law, for personal property or ad valorem tax return purposes only, Lessee shall include the Equipment on such reports and returns as a "triple net" or "absolute net" leasemay be required by local law, such that Tenant which returns shall be obligated hereunder timely filed by it. Lessee shall provide Lessor with evidence that Lessee has complied with the foregoing provisions. In any event, Lessees shall file all tax returns required for itself or Lessor with respect to the Equipment and this Lease and Lessor hereby appoints Lessee as its attorney-in- fact for such purpose. In case of failure by Lessee to so pay said taxes, assessments, licenses or other charges, Lessor may pay all or any part of such items, in which event the amount so paid by Lessor including any interest or penalties thereon and reasonable attorney's fees incurred by Lessor in pursuing its rights against Lessee or defending against any claims or defenses asserted by or through Lessee shall be immediately paid by Lessee to Lessor as additional rental hereunder. Lessee shall promptly pay all costs, expenses and obligations of every kind and nature incurred in connection with the use or operation of the Equipment which may arise or become due during the term of this Lease and any Schedule hereto, whether or not specifically mentioned herein. In case of failure by Lessee to comply with any provision of this Lease and any Schedule hereto, Lessor shall have the right, but not the obligation, to effect such compliance on behalf of Lessee. In such event, all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided Lessor in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant effecting such compliance shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation immediately payable by Lessee to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except Lessor as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable additional rental hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreement, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that Except as provided below, this Agreement Lease shall be and constitute what is generally referred deemed to in the real estate industry as be a "triple net" or "absolute net" lease, such that and Tenant shall be obligated hereunder pay, as provided herein, all Impositions (as hereinafter defined). Tenant shall pay to pay all costs and expenses incurred with respect toLandlord, and associated withabsolutely net throughout the Term, the Leased Property Base Rent and all personal property thereon and therein other payments hereunder, free of any charges, assessments, impositions or deductions of any kind, and, except as contemplated by the Development Agreement and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes ESA with respect to the Rent cost of construction, maintenance, service, repair, ownership, and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use operation of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Agreement, this Agreement shall be non-cancellable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreementenergy production facility, under no circumstances or conditions conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations whatsoever relating to the Project Site. As used herein, "Impositions" shall mean all operating, maintenance, repair and improvement costs and insurance premiums owing with respect to the useimprovements being constructed by Tenant, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part in accordance with the terms of the Leased Development Agreement and the ESA, on the Project Site (collectively, the "Improvements") and the property being installed by Tenant, in accordance with the terms of the Development Agreement and the ESA, on, in or under the Landlord's Property (collectively, the "Additional Property") and all taxes, so long as levies and assessments; use and occupancy taxes; water and water assessments, fees and use charges; charges for public utilities; excises; levies; license and permit fees; transit taxes; real estate taxes; taxes on rentals; intangible and other personal property taxes; business and occupation taxes; gross sales taxes; occupational license taxes; and all other governmental impositions and charges of every kind and nature whatsoever, whether the Leased Property same are extraordinary or ordinary, general or special, or unforeseen or foreseen, which at any part thereof time from and after the date hereof shall be or become due and payable, but shall not include any general income taxes or franchise fees assessed against Landlord; provided, however, that . notwithstanding the foregoing, nothing herein is subject intended to this require Tenant to pay any charges, fees, costs or expenses that Landlord is required to pay under the ESA or the Development Agreement, and Tenant expressly waives the right term "Impositions" shall not be deemed to perform include any of such action at the expense of Landlord pursuant to any lawcharges, fees, costs or expenses.

Net Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Agreement Lease shall be and constitute what is generally referred to in the real estate industry as a "“triple net" ” or "“absolute net" ” lease, such that that, Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all rent and other charges due and payable under any ground lease or sublease encumbering the Land, all taxes and assessments, utility charges, insurance costs, maintenance costs and routine and customary repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business Business operated thereon and therein, other than Landlord's ’s financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay all of Landlord's personal ’s federal, state and local income taxes and franchise taxes, capital, estate, succession, inheritance, value added or transfer taxes of Landlord or similar tax or charge or substitutes therefore with respect to the Rent and other amounts received by Landlord under this AgreementLease. Except as expressly hereinabove providedprovided in this Lease, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this AgreementLease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-set off, deduction or defense and without abatement, suspension, deferment, diminution or reduction and that Tenant's ’s obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-non compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien Lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement Lease by any trustee or receiver of Tenant or any other Person or by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this AgreementLease, or of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement Lease by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever whether similar or dissimilar to the foregoing, whether foreseeable or unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this AgreementLease, this Agreement Lease shall be non-cancellable cancelable by Tenant for any reason whatsoever and, except as expressly provided in this Agreement Lease Tenant, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Agreement Lease or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this AgreementLease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this AgreementLease, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any law.

Net Lease. Landlord and Tenant acknowledge each state and agree represent that both parties intend it is their respective intention that this Agreement shall Lease be interpreted and constitute what is generally referred to in the real estate industry construed as a "triple net" or "an absolute net" net lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and all personal property thereon and therein and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided), together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein, other than Landlord's financing costs and expenses and related debt service; provided, however, that Landlord shall nonetheless be obligated to pay Landlord's personal income taxes with respect to the Base Rent and other amounts received by Landlord under this Agreement. Except as expressly hereinabove provided, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. Except to the extent otherwise expressly provided in this Agreement, it is agreed and intended that Additional Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, set-off, deduction or defense and by Tenant to Landlord without abatement, suspensiondeduction, diminution, deferment, diminution suspension, reduction or reduction and that Tenant's obligation to pay Rent throughout the Term and any applicable Extended Term is absolute and unconditional setoff, and the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way not be released, discharged or otherwise affected for any reason, including without limitation: (a) any defect in the condition, merchantability, design, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased Property to comply with Applicable Laws, including any inability to occupy or use the Leased Property by reason of such non-compliance; (b) any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping to or destruction of or any requisition or taking the Demised Premises from whatever cause (except as provided for in Section 13.6 hereof); nor shall the obligations of the Leased Property or any part thereof, or any environmental condition on the Leased Property or any property in the vicinity of the Leased Property; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect Tenant be affected by reason of any obligation condemnation, eminent domain or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Tenant or any other Person or any action taken with respect to this Agreement by any trustee or receiver (except as provided in Article XIV hereof), nor shall the obligations of Tenant or any other Person or be affected by any court, in any such proceedings; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord or any vendor, manufacturer or contractor of or for the Leased Property (other than a claim resulting from any willful misconduct or gross negligence of Landlord); (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Agreement, or reason of any other agreement; (i) any invalidity, unenforceability, rejection or disaffirmance of this Agreement by operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency or other Government Agencies; (l) any interference, interruption or cessation in the use, possession or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever cause whether similar or dissimilar to the foregoingforegoing or by any laws or customs to the contrary. It is the further express intent of Landlord and Tenant that, whether foreseeable (a) the obligations of Landlord and Tenant hereunder) shall be separate and independent covenants and agreements and that the Base Rent and Additional Rent and all other charges and sums payable by Tenant hereunder shall commence at the times provided herein and shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to an express provision in this Lease; (b) all costs or unforeseeableexpenses of whatsoever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and whether of every kind and nature whatsoever that may be necessary or not Tenant required in and about the Demised Premises or any portion thereof, and Tenant's possession or authorized use thereof during the term of this Lease, shall have notice or knowledge be paid by Tenant, and all provisions of any this Lease are to be interpreted and construed in light of the foregoing. Except as specifically set forth intention expressed in this Agreement, this Agreement Section 11.1; (c) the Base Rent specified in Section 3.1 shall be non-cancellable absolutely net to Landlord so that this Lease shall yield net to Landlord the Base Rent specified in Section 3.1 in each year during the term of this Lease (unless extended or renewed at a different Base Rent); (d) all Impositions, insurance premiums, utility expense, repair and maintenance expense, and all other costs, fees, interest, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the Demised Premises or any portion thereof which may arise or become due during the term of this Lease or any extension or renewal thereof shall be paid or discharged by Tenant for as Additional Rent; and (e) Tenant hereby agrees to indemnify, defend and save Landlord harmless from and against any reason whatsoever andand all costs, except as expressly provided in this Agreement Tenantfees, to the extent now or hereafter permitted by Applicable Lawscharges, waives all rights now or hereafter conferred by statute or otherwise to quitexpenses, terminate or surrender this Agreement or to any diminution, abatement or reduction of Rent payable hereunder. Except as specifically set forth in this Agreement, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance, alteration, rebuilding, replacing, repair, restoration or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Agreementreimbursements and obligations, and Tenant expressly waives the right to perform any such action at the expense of Landlord pursuant to any lawinterest thereon which are Tenant's responsibility or obligation hereunder.