all purposes of this Lease Agreement and accepts the same
AS IS, WHERE IS, WITH ALL FAULTS. The Lessee hereby assumes for the Lease Term,
subject to the Construction Period Funding Requirements, all of the obligations
of the Lessor as Sub-Ground Lessee under the Sub-Ground Lease.
(d) THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, ANY FIXTURE OR OTHER ITEM CONSTITUTING OR TO CONSTITUTE
A PORTION THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY,
SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY
THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS TO
THE COMPLIANCE THEREOF WITH APPLICABLE LEGAL REQUIREMENTS, OR, SUBJECT TO
SECTION 2.01(f), AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR
OTHERWISE, IT BEING AGREED THAT, SUBJECT TO THE PROVISIONS OF SECTION 9.14 OF
THE PARTICIPATION AGREEMENT, ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE
LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY,
ANY FIXTURE OR ANY OTHER ITEM OR PART CONSTITUTING OR TO CONSTITUTE A PORTION
THEREOF, WHETHER PATENT OR LATENT, OR, EXCEPT AS SET FORTH IN SECTION 2.01(f),
LESSOR'S TITLE TO ANY OF THE SAME, THE LESSOR SHALL HAVE NO RESPONSIBILITY OR
LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION 2.01(d) HAVE BEEN
NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND
ALL OBLIGATIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, BY THE
LESSOR WITH RESPECT TO THE PROPERTY, ANY FIXTURE OR ANY OTHER ITEM OR PART
CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO ARTICLE 1719 (OTHER
THAN ARTICLE 1719 - 1) THROUGH 1721, INCLUSIVE AND ARTICLE 1724 OF THE FRENCH
CIVIL CODE OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT (OTHER THAN WITH RESPECT
TO LESSOR LIENS).
2
Lease Agreement
(e) For so long as no Event of Default has occurred and is continuing, the
Lessor hereby constitutes the Lessee as the agent and attorney-in-fact
(mandataire) of the Lessor for the purpose of exercising and enforcing, and with
full right, power and authority to exercise and to enforce, to the exclusion of
the Lessor and all Persons claiming through or under the Lessor, all of the
right, title and interest of the Lessor in, under and to all manufacturer's
warranties in respect of the Facility and all warranties and guaranties under
the Construction Agency Agreement. The Lessor shall, upon the Lessee's request
and expense (subject to the Construction Period Funding Requirement), execute
and deliver any instruments and take such other action as may be reasonably
requested by the Lessee to enable the Lessee to enforce such rights.
(f) Notwithstanding Section 2.01(d), the Lessor represents and warrants on the
date hereof that on the date hereof it has whatever interest in the Land that
was conveyed to it by the Lessee as Sub-Ground Lessor pursuant to the Sub-Ground
Lease, subject to no Lessor Liens, provided that the Lessor makes no
representation or warranty