fully discharged in accordance with
its terms), and the Facility Lessee agrees, that all payments of Rent (other
than Excepted Payments) payable to the Owner Lessor shall be paid by wire
transfer directly to the Lease Indenture Trustee's Account or to such other
place as the Lease Indenture Trustee shall notify the Facility Lessee in writing
pursuant to the Lease Indenture. Payments constituting Excepted Payments shall
be made to the Person entitled thereto at the address for such Person set forth
in the Participation Agreement, or to such other place as such Person shall
notify the Facility Lessee in writing.
SECTION 4.
DISCLAIMER OF WARRANTIES; RIGHT OF QUIET ENJOYMENT
Section 4.1
Disclaimer of Warranties.
(a)
Without waiving any claim the Facility Lessee may have against any
manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES
SOLELY FOR THE BENEFIT OF THE OWNER LESSOR, THE LESSOR MANAGER, THE EQUITY
INVESTOR AND THE LEASE INDENTURE TRUSTEE THAT (i) THE FACILITY AND EACH
COMPONENT THEREOF IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE ACCEPTABLE TO
THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND
EACH COMPONENT THEREOF IS SUITABLE FOR THEIR RESPECTIVE PURPOSES, (iii) NONE OF
THE OWNER LESSOR, THE LESSOR MANAGER, THE EQUITY INVESTOR OR THE LEASE INDENTURE
TRUSTEE IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND, AND (iv) THE
FACILITY IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE FACILITY
5
LEASE TERM SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS NOW IN EFFECT OR
HEREAFTER ADOPTED, INCLUDING (A) ZONING REGULATIONS, (B) ENVIRONMENTAL LAWS AND
(C) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF
WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE, WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR, THE LESSOR MANAGER,
THE EQUITY INVESTOR OR THE LEASE INDENTURE TRUSTEE AND (vi) THE OWNER LESSOR
LEASES FOR THE FACILITY LEASE TERM SPECIFIED HEREIN AND THE FACILITY LESSEE
TAKES THE FACILITY UNDER THIS FACILITY LEASE "AS-IS", "WHERE-IS" AND "WITH ALL
FAULTS", AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF THE OWNER LESSOR, THE
LESSOR MANAGER, THE EQUITY INVESTOR OR THE LEASE INDENTURE TRUSTEE MAKES NOR
SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS,
CLAIMS, WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION,
MERCHANTABILITY OF THE FACILITY OR AS TO THE TITLE TO THE FACILITY, THE QUALITY
OF THE MATERIAL OR WORKMANSHIP OF THE FACILITY OR CONFORMITY THEREOF TO
SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE
ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE
ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO,
except that the Owner Lessor represents and warrants that on the Closing Date
and the Lease Commencement Date, the Facility will be free of Owner Lessor's
Liens. It is agreed that