Common use of Supplemental Rent Clause in Contracts

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

Supplemental Rent. Lessee shall pay to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate PersonPerson as specified in the Operative Agreements, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. The Lessee shall pay to the Person Lessor, or to whomever shall be entitled thereto as expressly provided herein or in any other Operative Document or in the Facilitation Agreement dated the date hereof between the Lessee, the Lessor and Cornerstone Capital Corporation (the "Facilitation Agreement"), any and all Supplemental Rent when and promptly as the same shall become due and payable. In particular, the Lessee agrees to pay to the Lessor or its designee as Supplemental Rent (i) on the Closing Date and if on April 1st of each succeeding year during the Lease Term, the annual Facilitation Fee, (ii) amounts necessary to reimburse the Lessor for reasonable legal fees and expenses in connection with the transactions contemplated by the Operative Documents; (iii) such other fees, expenses and amounts as shall become payable by the -3- Lessor from time to time under the Operative Documents, including, without limitation, the fees and expenses of the Rating Services with respect to the Notes, the fees and expenses of the Lessor; the fees and expenses of the Issuer payable from time to time under the Participation Agreement, the fees and expenses of the Note Trustee with respect to its services related to the Notes under the Note Indenture and the fees and expenses of the Placement Agent and the Remarketing Agent, payable from time to time, respectively, under the Placement Agreement and the Remarketing Agreement; and (iv) such other amounts as the Lessor and the Lessee fails shall from time to time mutually agree upon. In the event of any failure on the part of the Lessee to pay any Supplemental Rent within three (3) days after Rent, which failure constitutes an Event of Default, the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or in equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent to be paid pursuant to this Section shall be payable in the full amount thereof, without setoff, deduction or reductiontype of funds and in the manner set forth in SECTION 4.3 hereof. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding amounts payable as Basic Rent but including without Without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Propertyforegoing in any respect, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent Lessee's indemnification obligations pursuant to Section 8.3 set forth in SECTION 7 of the Participation Agreement. It shall be an additional Supplemental Rent , including, without limitation, Lessee's obligation of Lessee to pay to and indemnify the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease Lessor and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee Tax Indemnitee against all Taxes with respect to Supplemental Rent. Unless expressly provided otherwise in this Leasethe Leased Property, in the event of any failure on the part of Lessee to pay shall constitute and discharge any be payable as Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Renthereunder.

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent when and promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments Without limiting the generality of the definition of "Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Rent," Lessee shall pay to the appropriate Person, Lessor as Supplemental Rent due and owing to such PersonRent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment unpaid Commitment Fees, Holder Commitment Fees, Owner Trustee fees, other fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (excluding amounts payable as Basic Rent but except the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation LOC Reimbursement Amounts subject any amounts owing to the provisions of Section 2.3(a) Lenders under SECTION 2.11 or SECTION 2.12 of the Credit Agreement regarding accrual of such and any amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank Holders under SECTION 3.9 or any other Person, SECTION 3.10 of the Trust Agreement) and (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretopaid. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

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

Supplemental Rent. Each applicable Lessee shall pay to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent when and as the same shall become due and payable, and if such Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Each applicable Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of each applicable Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease with respect to each Property subject to a Ground Lease and each Head for which such Lessee has executed a Lease Supplement and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of any Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of such Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of any Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Each applicable Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if such Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Each applicable Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of each applicable Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease with respect to each Property subject to a Ground Lease and each Head for which such Lessee has executed a Lease Supplement and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of any Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of such Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of any Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall Subtenant agrees to pay to Sublessor as additional rent (“Supplemental Rent”): (i) other than Base Rent, all costs and expenses of any kind or description of Sublessor under the Person entitled thereto Main Lease (attached as Exhibit A) including, without limitation, Tenant’s Share (as hereinafter defined) of Operating Expenses (as defined in the Lease) and any and all Supplemental Rent when and as other amounts Sublessor assumes or agrees to pay under the same shall become due and payableprovisions of the Lease, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (aii) any and all payment obligations (excluding other amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject Subtenant assumes or agrees to pay under the provisions of this Sublease, including, without limitation, any and all other sums that may become due by reason of any default of Subtenant or failure to comply with the agreements, terms, covenants and conditions of this Sublease to be performed by Subtenant, after any applicable notice and cure period. Sublessor shall consult with Subtenant about Sublessor’s election to pay Tenant’s Share of earthquake or flood insurance deductibles in full at the time of the expense or fully amortize with equal monthly payments and Subtenant may timely direct Sublessor to elect one or the other. Sublessor shall provide Subtenant with insurance deductible amounts provided by Overlandlord. When reasonably requested by Subtenant, Sublessor shall use its judgment reasonably exercised, to determine whether to audit the calculation of the Annual Statement as permitted under the Main Lease. In the event that for any particular year, Sublessor audits the calculation of the Annual Statement, Subtenant shall pay all expenses incurred by Sublessor. Subtenant shall keep the results of any audit confidential. “Tenant’s Share” shall be [***]. Subtenant shall immediately pay Sublessor Operating Expenses and Taxes (as hereinafter defined) and all other Supplemental Rent within ten (10) business days after written invoice by Sublessor. Sublessor shall deliver to Subtenant the Annual Estimate (as defined in Section 2.3(a5 of the Lease). During each month of the Term, on the same date that Fixed Rent is due, Subtenant shall pay Sublessor an amount equal to 1/12 of Tenant’s Share (as defined in the Lease) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Person, (b) interest at the applicable Overdue Rate Annual Estimate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same date that Fixed Rent is due. Subtenant shall be overdue immediately pay Sublessor all expenses incurred by Sublessor for any services provided directly to Sublessor by a third party within ten (10) business days after written invoice and on at Sublessor’s election, Sublessor may cause Subtenant to contract directly with any such third party service provider and pay such service provider directly. Sublessor shall have the right to demand payment during or after the expiration of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date Term of this Sublease or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other earlier termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify this Sublease. ***Text Omitted and Filed Separately with the obligations of Lessee with respect to Supplemental RentSecurities and Exchange Commission. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.Confidential Treatment Requested Under

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent when and promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments Without limiting the generality of the definition of “Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Rent,” Lessee shall pay to the appropriate Person, Lessor as Supplemental Rent due and owing to such PersonRent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment unpaid fees, charges, payments and other obligations (excluding amounts payable as Basic Rent but except the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation LOC Reimbursement Amounts subject any amounts owing to the provisions of Lenders under Section 2.3(a) 2.11 or Section 2.12 of the Credit Agreement regarding accrual of such and any amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank Holders under Section 3.9 or any other Person, Section 3.10 of the Trust Agreement) and (b) interest at the applicable Overdue Base Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretopaid. The expiration or other termination of Lessee's ’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added (a) by any party to an Operative Agreement pursuant to the terms of such agreement or (b) by any Person that is not a party to an Operative Agreement, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

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

Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent when and promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments Without limiting the generality of the definition of "Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Rent," Lessee shall pay to the appropriate Person, Lessor as Supplemental Rent due and owing to such PersonRent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment unpaid Unused Fees, Holder Unused Fees, Owner Trustee fees, other fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (excluding amounts payable as Basic Rent but except the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor under the Credit Agreement, the Trust Agreement or any other Operative Agreement (including specifically without limitation LOC Reimbursement Amounts subject any amounts owing to the provisions of Section 2.3(a) Lenders under SECTION 2.11 or SECTION 2.12 of the Credit Agreement regarding accrual of such and any amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank Holders under SECTION 3.9 or any other Person, SECTION 3.10 of the Trust Agreement) and (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretopaid. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added added, pursuant to any Operative Agreement or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or the Person entitled thereto any and all Supplemental Rent when and promptly as the same shall become due and payablepayable (which shall, except for payments which have a specific due date in the Operative Agreements and except for interest at the Overdue Rate in this Section 3.2, be due on the date which is ten (10) Business Days after notice thereof is given to Lessee), and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueany applicable cure period, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, Lessor as Supplemental Rent due and owing to such PersonRent, among other things, on demand, (a) any and all payment obligations (excluding amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Propertyextent permitted by applicable Legal Requirements, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as paid. Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person include all rent Common Assessments and other amounts when such become due and owing from time to time charges payable by Lessor under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretoCondominium Documents. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental RentRent arising from acts or occurrences prior to such expiration or termination. Unless expressly provided otherwise in this LeaseLease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. Nothing contained herein shall limit Lessee's right, if any, to seek refunds of Impositions or other charges paid by Lessee as part of Supplemental Rent to third parties pursuant to this Lease.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three five (35) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject due(subject to the applicable grace periodperiod and notice) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace periodperiod and notice) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, ,in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, ,penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.For purposes of this Section 3.3, the term "Person" shall be limited to the Lessor, the Agent, the Lenders, the Holders, the Trust Company and any other party to any of the Operative Agreements from time to time or any of their Affiliates, successors, or assigns , agents, independent contractors, advisors, attorneys, accountants or others engaged by any part to any Operative Agreement.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three five (35) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, Person and (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreementpaid. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three the applicable grace periods for the payment of Supplemental Rent provided in Sections 17.1(a) and (3) days after the same is dueb), Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Credit Lender, any Mortgage Lender, the Lessor or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease (without regard to whether such payment obligations are stated to be obligations of the landlord or the tenant thereunder) and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's ’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate PersonLessor or other obligee, as Supplemental Rent due and owing to Lessor or such Personother obligee, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment unpaid fees, charges, payments, amounts and other obligations (excluding amounts payable as Basic Rent but other than the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor, in any capacity, under the Credit Agreement, under the Trust Agreement and/or under any other Operative Agreement or Bond Document (including without limitation LOC Reimbursement Amounts subject any amounts owing to the provisions of Lenders under Section 2.3(a) 2.11, Section 2.12 and Section 9.5 of the Credit Agreement regarding accrual of such and any amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank Holders under Section 3.9 or any other Person, Section 3.10 of the Trust Agreement) and (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreementpaid. It shall be an additional Supplemental Rent obligation of Lessee to pay or cause to be paid to the appropriate Person all rent amounts under the Head Lease (other than rental payable under Section 5.3(a) of the Head Lease in amounts sufficient to pay principal and other amounts interest on the Bonds) when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretotime. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable; provided, and if there is no express time period specified for any such payment pursuant to the Operative Agreements or otherwise, Lessee fails to pay any shall make such payment of Supplemental Rent within three two (32) days after Business Days of receipt of notice from Lessor, Agent or any other applicable Person requesting payment of the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rentsame. All such payments of Supplemental Rent shall be in the full amount thereof, without setoffset-off, deduction (unless required by Applicable Law but subject to Section 11.2 of the Participation Agreement) or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank any Financing Party or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace periodperiod for payments of Basic Rent) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's ’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. Lessee shall pay all outstanding or accrued Supplemental Rent on any date on which this Lease shall terminate with respect the Property during the Term.

Supplemental Rent. Lessee shall pay or cause to be paid to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three five (35) days Business Days after the same demand is duemade upon Lessee for payment, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay or cause to be paid to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's ’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or the Person entitled thereto thereto, as applicable, any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to Lessor or the appropriate PersonPerson entitled thereto, as applicable, as Supplemental Rent due and owing to such PersonLessor, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment unpaid fees, charges, payments, amounts and other obligations (other than the obligations of Lessor to pay the principal amount of and interest (excluding amounts payable as Basic Rent but interest calculated at the Overdue Rate) on the Loan and the Holder Amount) due and owing by Lessor, in any capacity, under the Credit Agreement, under the Trust Agreement and/or under any other Operative Agreement (including without limitation LOC Reimbursement Amounts subject any amounts owing to the provisions of Lender under Section 2.3(a) 2.11, Section 2.12, Section 2.13 and Section 9.5 of the Credit Agreement regarding accrual of such and any amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank Holder under Section 3.9 or any other Person, Section 3.10 of the Trust Agreement) and (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and paid; provided, however, Lessee shall not be responsible for the payment of any such amounts arising out of Lessor's failure to pay over any amounts Lessor has received from Lessee in accordance with the Operative Agreements to satisfy the obligations of Lessee (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of or otherwise) under the Participation Credit Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to , the appropriate Person all rent and Trust Agreement and/or any other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretoOperative Agreement. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.. During the Construction Period, such Impositions and utility charges shall be included in the Property Cost to be paid by Lessor; provided, however, the Lessor shall pay such amounts

Supplemental Rent. (a) Lessee shall pay to Lessor or the Person ----------------- entitled thereto any and all Supplemental Rent when and promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, Lessor as Supplemental Rent due and owing to such PersonRent, among other things, on demand, (a) any and all payment obligations (excluding amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Propertyextent permitted by applicable Legal Requirements, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) Lessor for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as paid. Supplemental Rent obligations pursuant to Section 8.3 of shall include all rents and the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time charges payable by Lessor under each Ground Lease and each Head Lease and without during the necessity of any notice from Lessor with regard theretoTerm, including annual rent payments required under the Ground Lease. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent; provided however if no Lease Default shall have occurred and be continuing and any prepaid Ground Lease rents paid by Lessee shall be credited against Lessee's payment obligations under the Operative Agreements to the extent that such prepaid Ground Lease rents are refunded to Lessor. Unless expressly provided otherwise in this LeaseLease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. During the Construction Period such charges shall be included in the Project Costs payable by Lessor, but only to the extent such charges, along with other Project Costs already incurred, are covered by the SPC Loan Commitment and the Investor Contribution Commitment.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three five (35) days after the same is duedue to any Financing Party or within ten (10) Business Days after the same is due to any Person other than a Financing Party, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Agent for distribution to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days Business Days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to and as otherwise provided in the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableOperative Agreements) owing from time to time under the Operative Agreements Agreements, the Bond Loan Documents or the Bond Documents by any Person to the Bank Agent, the Trustee, the Bond Trustee, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three five (35) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, the Lessor or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace periodperiod and notice) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace periodperiod and notice) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. For purposes of this Section 3.3, the term "Person" shall be limited to the Lessor, the Agent, the Lenders and any other party to any of the Operative Agreements from time to time or any of their Affiliates, successors, or assigns, agents, independent contractors, advisors, attorneys, accountants or others engaged by any part to any Operative Agreement.

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

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate PersonLessor, as Supplemental Rent due and owing to such PersonLessor, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all payment unpaid fees, charges, payments, amounts and other obligations (excluding amounts payable as Basic Rent but other than the obligations of Lessor to pay the principal amount of the Loans and the Holder Amount) due and owing by Lessor, in any capacity, under the Credit Agreement, under the Trust Agreement and/or under any other Operative Agreement (including without limitation LOC Reimbursement Amounts subject any amounts owing to the provisions of Lenders under Section 2.3(a) 2.11, Section 2.12, Section 2.13 and Section 9.5 of the Credit Agreement regarding accrual of such and any amounts until the Completion Date for each Property, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank Holders under Section 3.9 or any other Person, Section 3.10 of the Trust Agreement) and (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreementpaid. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three the applicable grace periods for the payment of Supplemental Rent provided in Sections 17.1(a) and (3) days after the same is dueb), Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease (without regard to whether such payment obligations are stated to be obligations of the landlord or the tenant thereunder) and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three the applicable grace periods for the payment of Supplemental Rent provided in Sections 17.1(a) and (3) days after the same is dueb), Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Credit Note Purchaser, any Mortgage Lender, the Lessor or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease (without regard to whether such payment obligations are stated to be obligations of the landlord or the tenant thereunder) and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to Lessor or the Person entitled thereto any and all Supplemental Rent when and promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is dueRent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent; PROVIDED, HOWEVER, that except as provided for at Section 4.3(a) of the Participation Agreement, Supplemental Rent allocated to Construction Costs payable prior to Base Term Commencement Date shall be payable with Advances pursuant to and subject to the terms and conditions of Article III of the Participation Agreement and to the extent described in the Approved Budget. All such payments of Lessee hereby reaffirms that its obligation to pay Supplemental Rent shall be in include the full amount thereof, without setoff, deduction or reductionpayment of any and all Contingent Rent. Lessee shall pay to the appropriate PersonLessor, as Supplemental Rent due and owing to such PersonRent, among other things, on demand, (a) any and all payment obligations (excluding amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions extent permitted by applicable Requirements of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each PropertyLaw, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent payable to Lessor or any Indemnitee not paid when due or demanded pursuant to and in accordance with the terms hereof and the other Operative Documents by the appropriate Person (subject to Lessor or any applicable grace period) Indemnitee for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretopaid. The expiration or other termination of LesseeXxxxxx's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added under any agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent. During the Construction Period, such Impositions and utility charges shall be included in the Property Cost to be paid by Lessor; provided, however the Lessor shall pay such amounts described in this Section 3.3 only if funds are made available by the Lenders and the Holders in an amount sufficient to allow such payment.

Supplemental Rent. Lessee shall pay directly to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent payable to any Financing Party shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate PersonPerson or a designee therefor, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Primary Financing Party or any other Person, (b) (i) interest at the applicable Overdue Rate on interest rate determined pursuant to Section 2.8(b) of the Credit Note Loan Agreement with respect to (A) any portion of any installment of Basic Rent payable to any Credit Lender not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on (B) any portion of any payment of Supplemental Rent payable to any Credit Lender not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or until the date same shall be paid, (ii) interest at the interest rate determined pursuant to Section 2.8(b) of the Mortgage Note Loan Agreement with respect to (A) any portion of any installment of Basic Rent payable to any Mortgage Lender not paid when due for the period for which the same shall be overdue and (B) any portion of any payment of Supplemental Rent payable to any Mortgage Lender not paid when due for the period from the due date until the same shall be paid, (iii) interest at the Lessor Overdue Rate with respect to (A) any portion of any installment of Basic Rent payable to Lessor not paid when due for the period for which the same shall be overdue and (B) any portion of any payment of Supplemental Rent payable to Lessor not paid when due for the period from the due date until the same shall be paid and (iv) to the extent such demandis not duplicative of the foregoing, as interest at the case may begreater of the interest rates determined pursuant to Section 2.8(b) of the Credit Note Loan Agreement and Section 2.8(b) of the Mortgage Note Loan Agreement with respect to (A) any portion of any installment of Basic Rent payable to any Financing Party (other than any Credit Lender, any Mortgage Lender or Lessor) not paid when due for the period for which the same shall be overdue and (B) any portion of any payment of Supplemental Rent payable to any Financing Party (other than any Credit Lender, any Mortgage Lender or Lessor) not paid when due for the period from the due date until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent, except to the extent such payment arises from a Primary Financing Party entering into a financing of its Note or Lessor Advance not contemplated in the transactions set forth in the Operative Agreements.

Supplemental Rent. Each Lessee shall pay any and all Supplemental Rent to (i) the Collateral Agent or the Lease Agent (as specified in Section 3.6), for the benefit of the Person entitled thereto (if the Person entitled to such Supplemental Rent is a Secured Party) or (ii) directly to the Person entitled thereto any and all Supplemental Rent when and (if such Person is not a Secured Party), promptly as the same shall become due and payable, and if such Lessee fails to pay any Supplemental Rent within three (3) days after Rent, the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent (Interest/Yield). Receipt of such amount by the Collateral Agent or the Lease Agent, as applicable, shall be deemed to be receipt by the Person entitled thereto, whereupon the Lessees shall be relieved of their obligation to make any further payments to such Person with respect to such amount of Supplemental Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Each Lessee shall pay to the appropriate PersonCollateral Agent (or the Lease Agent, if applicable), as Supplemental Rent due and owing to such PersonRent, among other things, on demand, (a) any and all payment obligations (excluding amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions extent permitted by applicable Requirements of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each PropertyLaw, as applicable) owing from time to time under the Operative Agreements by any Person to the Bank or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent (Interest/Yield) not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded (other than Supplemental Rent payments due with respect to Sections 13.7, 13.8, 13.9 and 13.10 of the Participation Agreement which are due within five (5) days of demand by the appropriate Person (subject to any applicable grace period) Collateral Agent or the Lease Agent, as applicable), for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard theretopaid. The expiration or other termination of such Lessee's obligations to pay Basic Rent (Interest/Yield) hereunder shall not limit or modify the obligations of such Lessee with respect to indemnity obligations payable as Supplemental Rent. Unless expressly provided otherwise in this Master Lease, in the event of any failure on the part of such Lessee to pay and discharge any Supplemental Rent as and when due, such Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added under any agreement with a third party for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay or cause to be paid to the Agent (on behalf of the Person entitled thereto thereto) any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three five (35) days Business Days after the same demand is duemade upon Lessee for payment, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay or cause to be paid to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) of the Credit Agreement regarding accrual of such amounts until the Completion Date for each Property, as applicableRent) owing from time to time under the Operative Agreements by any Person Lessee to the Bank Agent, any Lender, any Holder or any other Person, (b) interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

Supplemental Rent. Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent within three (3) days after the same is due, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. All such payments of Supplemental Rent payable to any Financing Party shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, on demand, (a) any and all payment obligations (excluding except for amounts payable as Basic Rent but Rent, including without limitation LOC Reimbursement Amounts subject to the provisions of Section 2.3(a) principal or interest (but not including any payments of the Credit Lessor under Section 5.15 of the Participation Agreement) due and owing under any Notes, amounts specifically excluded from indemnification by the Lessee pursuant to Sections 11.1 and 11.2 of the Participation Agreement regarding accrual and amounts due and owing or otherwise payable or incurred as a result of such amounts until the Completion Date for each Property, as applicableor in connection with any sale of an assignment or participation interest by any Tranche B Lender or Tranche A Note Purchaser and payment obligations of one Financing Party to another Financing Party) owing from time to time under the Operative Agreements by any Person to the Bank Agent, the Lessor, the Escrow Agent, any Primary Financing Party, or any other PersonPerson (provided, unless such obligation is expressly stated as an obligation of the Lessee, the Lessee shall only be responsible for such obligation to the extent it is reasonable for a lessee to bear responsibility for such obligation in a transaction of the type evidenced by the Operative Agreements), (b) interest at the applicable Overdue Rate on any portion of any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any portion of any payment of Supplemental Rent payable to any Financing Party not paid when due or demanded by the appropriate Person (subject to any applicable grace period) for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid and (c) amounts referenced as Supplemental Rent obligations pursuant to Section 8.3 of the Participation Agreement. It shall be an additional Supplemental Rent obligation of Lessee to pay to the appropriate Person all rent and other amounts when such become due and owing from time to time under each the Ground Lease and each Head Lease and without the necessity of any notice from Lessor with regard thereto. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.