REQUIREMENTS NOW IN EFFECT OR HEREAFTER ADOPTED, IN EACH CASE AS IN
EXISTENCE WHEN THE SAME FIRST BECOMES SUBJECT TO THIS LEASE, WITHOUT
REPRESENTATIONS AND WARRANTIES OF ANY KIND AS TO TITLE BY THE LESSOR (OTHER
THAN, AS TO THE LESSOR, THE ABSENCE OF ANY "LESSOR LIENS", AS DEFINED IN SECTION
16(a) HEREOF), ANY LEASE PARTICIPANT OR ANY PERSON ACTING ON BEHALF OF ANY OF
THEM. THE LESSEE ACKNOWLEDGES AND AGREES THAT THE FACILITY HAS NOT BEEN SELECTED
BY THE LESSOR OR ANY LEASE PARTICIPANT, THAT NONE OF THE LESSOR OR ANY LEASE
PARTICIPANT HAS SUPPLIED ANY SPECIFICATIONS WITH RESPECT TO THE FACILITY AND
THAT NONE OF THE LESSOR OR ANY LEASE PARTICIPANT (I) IS A VENDOR OF, OR MERCHANT
OR SUPPLIER WITH RESPECT TO, ANY OF THE PROPERTY COMPRISING THE FACILITY OR ANY
PROPERTY OF SUCH KIND, (II) HAS MADE ANY RECOMMENDATION, GIVEN ANY ADVICE OR
TAKEN ANY OTHER ACTION WITH RESPECT TO THE CHOICE OF ANY MANUFACTURER, SUPPLIER
OR TRANSPORTER OF, OR ANY VENDOR OF OR OTHER CONTRACTOR, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO PROPERTY COMPRISING THE FACILITY, (III) HAS AT ANY
TIME HAD PHYSICAL POSSESSION OF ANY SUCH PROPERTY, (IV) HAS MADE OR IS MAKING
ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FACILITY, INCLUDING WITHOUT
LIMITATION, WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE, THE DESIGN, CONDITION, QUALITY OF MATERIAL OR WORKMANSHIP,
CONFORMITY TO SPECIFICATIONS, FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT,
ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WHETHER
ARISING PURSUANT TO THE UCC OR ANY OTHER PRESENT OR FUTURE LAW OR OTHERWISE, OR
COMPLIANCE WITH APPLICABLE PERMITS OR OTHER GOVERNMENTAL REQUIREMENTS, OR (V)
SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LIABILITY IN
TORT, STRICT OR OTHERWISE). IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY
NATURE IN THE FACILITY OR ANY PROPERTY OR OTHER ITEM CONSTITUTING A PART
THEREOF, WHETHER PATENT OR LATENT, NONE OF THE LESSOR OR ANY LEASE PARTICIPANT
SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS
OF THIS SECTION 11 HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE
EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE
LESSOR AND THE LEASE PARTICIPANTS WITH RESPECT TO THE FACILITY OR ANY PROPERTY
OR OTHER ITEM CONSTITUTING A PART THEREOF, WHETHER ARISING PURSUANT TO THE UCC
OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT.
(b) The Lessor hereby assigns to the Lessee, until the occurrence of a
Cancellation Event or Termination Event hereunder, the benefits in respect of
any Vendor's warranties or undertakings, express or implied, relating to the
Facility (including any labor, equipment or parts supplied therewith), and, to
the extent assignment of the same is prohibited or precludes enforcement of any
such warranty or undertaking, the Lessor hereby subrogates the Lessee to its
rights in respect thereof. The Lessor hereby authorizes the Lessee, at the
Lessee's expense, to assert any and all claims and to prosecute any and all
suits, actions and