hereunder and the Lessee shall remain directly and primarily liable under this
Master Lease and the Lease Supplement; (b) each sublease of the Property shall
expressly be made subject to and subordinate to this Master Lease and the
related Lease Supplement and to the rights of the Lessor and the Indenture
Trustee, as assignee of the Lessor, hereunder and thereunder; (c) each sublease
shall expressly provide for the surrender of the Property or portion thereof by
the applicable sublessee at the election of the Indenture Trustee or the Lessor
(as applicable) after the occurrence of a Lease Event of Default; (d) each
sublease shall expressly provide for termination prior to the Expiration Date
unless the Lessee elects to purchase all of the Property pursuant to Section
18.1; and (e) the use or uses under any sublease shall be such that they shall
not impair the value or utility of the Property, as certified by a Responsible
Officer of the Lessee; provided that such certification shall not be binding on
the Lessor in the event the Lessee elects the Remarketing Option.
Section 6.2. Assignment.
The Lessee may not assign to any Person, at
any time, in whole or in part, any of its right, title or interest in, to or
under the Lease or any portion of the Property.
ARTICLE VII
LESSEE ACKNOWLEDGMENTS
Section 7.1. Condition of the Property.
THE LESSEE ACKNOWLEDGES AND
AGREES THAT ALTHOUGH THE LESSOR WILL OWN AND HOLD TITLE TO THE PROPERTY, THE
LESSEE IS SOLELY RESPONSIBLE FOR THE PROPERTY AND ANY ALTERATIONS OR
MODIFICATIONS THERETO. THE LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS
LEASING THE PROPERTY "AS-IS, WHERE IS, AND WITH ALL FAULTS" WITHOUT
REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE INDENTURE
TRUSTEE, THE LESSOR OR ANY PURCHASER AND IN EACH CASE SUBJECT TO (A) THE
EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF,
(C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT
SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE
HEREOF OR ON THE ACQUISITION DATE.
4
NEITHER THE INDENTURE TRUSTEE, NOR THE LESSOR NOR ANY PURCHASER HAS MADE OR
SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS
OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE
(OTHER THAN FOR LESSOR LIENS ATTRIBUTABLE TO SUCH PERSON), VALUE, SUITABILITY,
USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY
PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND
NEITHER THE INDENTURE TRUSTEE, NOR THE LESSOR NOR ANY PURCHASER SHALL BE LIABLE
FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS
ATTRIBUTABLE TO SUCH PERSON) OR THE FAILURE OF THE PROPERTY, OR ANY PART
THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.
Section 7.2. Risk of Loss.
During the Lease Term the risk of loss of
or