Facility, (c) any state of facts
which an accurate survey or physical inspection might show, (d) all Applicable
Laws and (e) any violations of Applicable Laws which may exist at the
commencement of the Lease Term. The Lessee has examined the Facility and the
Lessor's title thereto and has found the same to be satisfactory. THE LESSOR HAS
NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, OR BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER, AS TO THE
VALUE, HABITABILITY, COMPLIANCE WITH ANY APPLICABLE PLANS AND SPECIFICATIONS FOR
THE PROPERTY CONDITION, LOCATION, USE, DESCRIPTION, MERCHANTABILITY, DESIGN,
OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR AS TO
THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY
PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN OR
PATENT DEFECT THEREIN, FOR ANY DEFECT IN OR EXCEPTION TO TITLE THERETO, OR FOR
THE FAILURE OF THE IMPROVEMENTS TO BE CONSTRUCTED IN ACCORDANCE WITH THE
APPLICABLE PLANS AND SPECIFICATIONS THEREFOR, THE COMPLIANCE OF SUCH PLANS AND
SPECIFICATIONS WITH APPLICABLE LAWS OR THE FAILURE OF THE FACILITY, OR ANY PART
THEREOF, TO OTHERWISE COMPLY WITH
3
ANY APPLICABLE LAWS. It is agreed that the Lessee has been afforded full
opportunity to inspect the Facility, is satisfied with the results of its
inspections of the Facility and is entering into this Lease solely on the basis
of the results of its own inspections and all risks incident to the matters
discussed in the preceding sentence. The provisions of this Section 4.2 have
been negotiated, and the foregoing provisions are intended to be a complete
exclusion and negation of any representations or warranties by the Lessor,
express or implied, with respect to the Facility, that may arise pursuant to the
UCC (including the UCC as in effect in the State of California) or any other law
now or hereafter in effect, or otherwise.
ARTICLE V
THE LESSEE'S PURCHASE OPTION
SECTION 5.1
Purchase Option.
(a)Subject to Section 5.1(b) and (d), the Lessor hereby grants to the Lessee the
exclusive and irrevocable option (the "Purchase Option") to purchase the
Facility, as of any date (the "Purchase Date") subsequent to the Lease
Commencement Date (unless the Lessee has exercised the Remarketing Option), for
an amount equal to the Lease Balance plus, without duplication, any other
amounts then due and owing to any Participant or any Agent under the Operative
Documents (collectively the "Purchase Price"). Such purchase and sale shall be
effected in accordance with Article XV.
(b)The Purchase Option shall be exercisable by notice to the Lessor (and
concurrent notice to Administrative Agent as set forth in Section 11.3(b) of the
Participation Agreement) given not less than 30 days prior to the proposed
Purchase Date. If the Lessee shall not have exercised the Remarketing Option on
or before 180 days prior to the Lease Term Expiration Date,