discharge or diminish any of the
obligations of the Lessee to the Lessor and the other Participants under this
Lease and the other Operative Documents and the Lessee shall remain directly and
primarily liable under this Lease and the other Operative Documents to which it
is a party; (b) any sublease of the Property shall expressly be made subject to
and subordinated to this Lease and to the rights of the Lessor hereunder;
(c) each sublease shall expressly provide for the immediate surrender of the
Property to the Lessor after notice from the Lessor to such sublessee of the
occurrence of a Lease Event of Default and a request for such surrender; and
(d) all such subleases shall expressly provide for automatic termination at or
prior to the earlier of (i) the Expiration Date and (ii) the occurrence of a
Lease Event of Default unless the Lessee shall have exercised its Purchase
Option and purchased the Property pursuant to Section 18.1.
ARTICLE VII
LESSEE ACKNOWLEDGMENTS
SECTION 7.1
Condition of the Property.
THE LESSEE ACKNOWLEDGES AND
AGREES THAT ALTHOUGH THE LESSOR WILL OWN AND HOLD LEASEHOLD TITLE TO THE
IMPROVEMENTS, THE LESSEE AND THE CONSTRUCTION AGENT ARE SOLELY RESPONSIBLE UNDER
THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT FOR THE DESIGN, DEVELOPMENT,
BUDGETING AND CONSTRUCTION OF THE IMPROVEMENTS AND ANY ALTERATIONS OR
MODIFICATIONS. THE LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE
LAND AND THE IMPROVEMENTS CONSTRUCTED THEREON "AS IS" WITHOUT REPRESENTATION,
WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE ADMINISTRATIVE AGENT OR ANY
PARTICIPANT AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE
(EXCLUDING LESSOR LIENS), (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,
ON THE CLOSING DATE OR ON THE COMPLETION 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), 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 THE 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) OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH
ANY APPLICABLE LAW.
SECTION 7.2
Enforcement of Warranties; No Obligation of Lessor to
Repair, etc.
The Lessor hereby appoints the Lessee as the Lessor's
attorney-in-fact, with full authority in the place and stead of the Lessor, to
take such actions from time to time