days prior to the date of any such proposed permitted transfer, and shall
provide the Lessor and the Lenders with the terms of such permitted transfer.
ARTICLE VII
LESSEE ACKNOWLEDGMENTS
SECTION 7.1. Condition of the Property. THE LESSEE ACKNOWLEDGES AND AGREES THAT
IT IS LEASING EACH PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT
(EXPRESS OR IMPLIED) BY THE ADMINISTRATIVE AGENT OR ANY ARTICIPANT AND IN EACH
CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS AND
LIENS ARISING UNDER THE SECURITY DOCUMENT), (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 APPLICABLE LAW WHICH MAY EXIST ON
THE DATE HEREOF OR ON THE ACQUISITION DATE. NEITHER THE ADMINISTRATIVE AGENT NOR
ANY PARTICIPANT 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 THE ADMINISTRATIVE AGENT OR SUCH PARTICIPANT, AS THE CASE MAY BE AND LIENS
ARISING UNDER THE SECURITY DOCUMENTS, VALUE, HABITABILITY, USE, CONDITION,
DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR
ANY OTHER REPRESENTATION, WARRANTY OR COVENANT (EXCEPT SECTION 4.1 HEREOF)
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO EACH PROPERTY (OR ANY PART
THEREOF) AND NEITHER THE LESSOR NOR ANY OTHER PARTICIPANT SHALL BE LIABLE FOR
ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS
ATTRIBUTABLE TO THE LESSOR OR SUCH OTHER PARTICIPANT AND LIENS ARISING UNDER THE
SECURITY DOCUMENTS)
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OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY
APPLICABLE LAW.
SECTION 7.2. Risk of Loss. Subject to the terms of Section 14.1 of this Lease,
during the Basic Term with respect to any Property the risk of loss of or
decrease in the enjoyment and beneficial use of such Property as a result of the
damage or destruction thereof by fire, the elements, casualties, thefts, riots,
wars or otherwise is assumed by the Lessee, and except for loss or damages
arising from the gross negligence or willful misconduct of, or breach of this
Lease by the Lessor, the Administrative Agent, any Participant or their
respective agents, employees or contractors, neither the Lessor, the
Administrative Agent nor any Participant shall in any event be answerable or
accountable to Lessee therefor.
SECTION 7.3. No Obligation of Lessor to Repair, etc. The Lessor shall under no
circumstances be required to build any improvements on any Property, make any
repairs, replacements, alterations or renewals of any nature or description to
any Property, make any expenditure whatsoever in connection with this Lease
(other than for Advances made in accordance with and pursuant to the terms of
the Participation Agreement) or maintain any Property in any way. The Lessee
waives any right to (i) require the Lessor to maintain, repair, or rebuild all
or any part of any Property