Common use of Condition of the Equipment Clause in Contracts

Condition of the Equipment. EACH LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE EQUIPMENT “AS IS” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF AND ANY SUCH PERSON’S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSON, (C) ANY STATE OF FACTS WHICH AN ACCURATE PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE DELIVERY DATE FOR THE EQUIPMENT. NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS 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), MERCHANTABILITY, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT (OR ANY PART THEREOF), AND NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. EACH LESSEE HAS BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE EQUIPMENT TO BE LEASED BY IT HEREUNDER, IS SATISFIED WITH THE RESULTS OF ITS INSPECTIONS, IS SATISFIED THAT ALL SUCH EQUIPMENT IS SUITABLE FOR ITS PURPOSES 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, AS BETWEEN LESSOR, THE COLLATERAL AGENT AND THE LENDERS, ON THE ONE HAND, AND SUCH LESSEE, ON THE OTHER, ARE TO BE BORNE BY SUCH LESSEE UNLESS HEREIN EXPRESSLY STATED OTHERWISE. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY ANY OF LESSOR, COLLATERAL AGENT OR THE LENDERS, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY INTEREST THEREIN), THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

Condition of the Equipment. EACH WITHOUT LIMITATION OF SECTION 2.4 HEREOF, -------------------------- ----------- THE LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH THE LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE THE LESSEE IS SOLELY RESPONSIBLE (A) UNDER THE TERMS OF THIS MASTER LEASE FOR THE SELECTION MERCHANTABILITY, FITNESS, OPERATION, REPAIR, PERFORMANCE, SERVICING AND MAINTENANCE OF THE EQUIPMENT, EACH PART THEREOF AND . THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE EACH ITEM OF EQUIPMENT “"AS IS” " WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR, COLLATERAL AGENT THE FINANCING LENDERS OR ANY OF THE EQUITY LENDERS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF AND ANY SUCH PERSON’S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSONTHEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW AND EQUIPMENT LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE HEREOF OR ON THE DELIVERY EFFECTIVE DATE FOR THE SUCH ITEM OF EQUIPMENT. NONE OF THE LESSOR, COLLATERAL AGENT THE FINANCING LENDERS OR ANY OF THE EQUITY LENDERS 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 THE LESSOR FOR LESSOR LIENS), MERCHANTABILITY, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT (OR ANY PART THEREOF), ) AND NONE OF THE LESSOR, COLLATERAL AGENT THE FINANCING LENDERS OR ANY OF THE EQUITY LENDERS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. EACH LESSEE HAS BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE LAW OR EQUIPMENT TO BE LEASED BY IT HEREUNDER, IS SATISFIED WITH THE RESULTS OF ITS INSPECTIONS, IS SATISFIED THAT ALL SUCH EQUIPMENT IS SUITABLE FOR ITS PURPOSES 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, AS BETWEEN LESSOR, THE COLLATERAL AGENT AND THE LENDERS, ON THE ONE HAND, AND SUCH LESSEE, ON THE OTHER, ARE TO BE BORNE BY SUCH LESSEE UNLESS HEREIN EXPRESSLY STATED OTHERWISE. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY ANY OF LESSOR, COLLATERAL AGENT OR THE LENDERS, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY INTEREST THEREIN), THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISELEGAL REQUIREMENT.

Condition of the Equipment. EACH THE LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE EACH ITEM OF EQUIPMENT “"AS IS” " WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSORTHE LESSOR TRUSTEE, COLLATERAL AGENT OR ANY OF THE LENDERS CERTIFICATE HOLDER AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR LESSOR'S LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF AND ANY SUCH PERSON’S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSONTHEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE A PHYSICAL INSPECTION MIGHT SHOW, SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE DELIVERY DATE FOR CLOSING DATE. NEITHER THE EQUIPMENT. NONE OF LESSORLESSOR TRUSTEE, COLLATERAL AGENT OR NOR ANY OF THE LENDERS CERTIFICATE HOLDER 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), MERCHANTABILITYTITLE, VALUE, HABITABILITYSUITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT (OR ANY PART THEREOF)) AND NEITHER THE LESSOR TRUSTEE, AND NONE OF LESSOR, COLLATERAL AGENT OR NOR ANY OF THE LENDERS CERTIFICATE HOLDER SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. EACH LESSEE HAS BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE EQUIPMENT TO BE LEASED BY IT HEREUNDER, IS SATISFIED WITH THE RESULTS OF ITS INSPECTIONS, IS SATISFIED THAT ALL SUCH EQUIPMENT IS SUITABLE FOR ITS PURPOSES 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, AS BETWEEN LESSOR, THE COLLATERAL AGENT AND THE LENDERS, ON THE ONE HAND, AND SUCH LESSEE, ON THE OTHER, ARE TO BE BORNE BY SUCH LESSEE UNLESS HEREIN EXPRESSLY STATED OTHERWISE. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY ANY OF LESSOR, COLLATERAL AGENT OR THE LENDERS, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY INTEREST THEREIN), THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.MW 1997-1 Trust Equipment Lease

Condition of the Equipment. EACH THE LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE EACH ITEM OF EQUIPMENT “"AS IS” " WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSORTHE LESSOR TRUSTEE, COLLATERAL THE AGENT OR ANY OF THE LENDERS CERTIFICATE HOLDER AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR LESSOR'S LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF AND ANY SUCH PERSON’S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSONTHEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE THAT A PHYSICAL INSPECTION MIGHT SHOW, SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH THAT MAY EXIST ON THE DATE HEREOF OR ON THE DELIVERY DATE FOR THE EQUIPMENTCLOSING DATE. NONE OF LESSORTHE LESSOR TRUSTEE, COLLATERAL AGENT THE AGENT, OR ANY OF THE LENDERS CERTIFICATE HOLDER 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), MERCHANTABILITYTITLE, VALUE, HABITABILITYSUITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR ANY USE FOR ANY PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT (OR ANY PART THEREOF). THE LESSOR TRUSTEE, THE AGENT, AND NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS CERTIFICATE HOLDERS SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) IN THE EQUIPMENT OR THE FAILURE OF ANY OF THE EQUIPMENT EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. EACH LESSEE HAS BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE EQUIPMENT TO BE LEASED BY IT HEREUNDER, IS SATISFIED WITH THE RESULTS OF ITS INSPECTIONS, IS SATISFIED THAT ALL SUCH EQUIPMENT IS SUITABLE FOR ITS PURPOSES 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, AS BETWEEN LESSOR, THE COLLATERAL AGENT AND THE LENDERS, ON THE ONE HAND, AND SUCH LESSEE, ON THE OTHER, ARE TO BE BORNE BY SUCH LESSEE UNLESS HEREIN EXPRESSLY STATED OTHERWISE. THE PROVISIONS OF THIS SECTION 7.1 HAVE BEEN NEGOTIATED, AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY ANY OF LESSOR, COLLATERAL AGENT OR THE LENDERS, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT (OR ANY INTEREST THEREIN), THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

Condition of the Equipment. EACH LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD LEGAL TITLE TO THE EQUIPMENT, LESSEES, JOINTLY AND SEVERALLY, ARE RESPONSIBLE (A) FOR THE SELECTION OF THE EQUIPMENT, EACH PART THEREOF AND THE MANUFACTURER THEREOF AND THE TERMS AND CONDITIONS RELATING TO THE MANUFACTURE, PURCHASE AND SHIPMENT THEREOF, (B) FOR THE DESIGN, SIZE, CAPACITY, DEVELOPMENT, BUDGETING, CONSTRUCTION, SHIPMENT, INSTALLATION, TESTING AND PLACEMENT IN SERVICE OF THE EQUIPMENT, AND (C) ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. EACH LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT OR ANY PART THEREOF NOR IS IT A DEALER IN PROPERTY OF SUCH KIND. EACH LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE EQUIPMENT “"AS IS” " WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE (INCLUDING THE INTERESTS OF ANY SELLER OR ANY OTHER PERSON HAVING AN INTEREST IN THE EQUIPMENT, BUT EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF AND ANY SUCH PERSON’S 'S SUCCESSORS, ASSIGNS, INVITEES, LICENSEES, LESSEES, SUBLESSEES OR ANY OTHER PERSONS CLAIMING BY OR THROUGH ANY SUCH PERSON, (C) ANY STATE OF FACTS WHICH AN ACCURATE PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE DELIVERY DATE FOR THE EQUIPMENT. NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS PARTICIPANTS 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), MERCHANTABILITY, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE FOR ANY PURPOSE OF ANY OF THE EQUIPMENT (OR ANY PART THEREOF), THE ABILITY OF ANY OF THE EQUIPMENT TO PERFORM ANY FUNCTION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT EQUIPMENT, (OR ANY PART THEREOF), ) AND NONE OF LESSOR, COLLATERAL AGENT OR ANY OF THE LENDERS PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY OF THE EQUIPMENT EQUIPMENT, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. EACH LESSEE HAS BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE EQUIPMENT TO BE LEASED BY IT HEREUNDEREach Lessee has been afforded full opportunity to inspect the Equipment to be leased by it hereunder, IS SATISFIED WITH THE RESULTS OF ITS INSPECTIONSis satisfied with the results of its inspections, IS SATISFIED THAT ALL SUCH EQUIPMENT IS SUITABLE FOR ITS PURPOSES AND IS ENTERING INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS OF ITS OWN INSPECTIONSis satisfied that all such Equipment is suitable for its purposes 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 SENTENCEand all risks incident to the matters discussed in the preceding sentence, AS BETWEEN LESSORas between Lessor, THE COLLATERAL AGENT AND THE LENDERSthe Collateral Agent and the Participants, ON THE ONE HANDon the one hand, AND SUCH LESSEEand such Lessee, ON THE OTHERon the other, ARE TO BE BORNE BY SUCH LESSEE UNLESS HEREIN EXPRESSLY STATED OTHERWISEare to be borne by such Lessee unless herein expressly stated otherwise. THE PROVISIONS OF THIS SECTION The provisions of this Section 7.1 HAVE BEEN NEGOTIATEDhave been negotiated, ANDand, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATEDexcept to the extent otherwise expressly stated, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY ANY OF LESSORthe foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by any of Lessor, COLLATERAL AGENT OR THE LENDERSCollateral Agent or the Participants, EXPRESS OR IMPLIEDexpress or implied, WITH RESPECT TO THE EQUIPMENT with respect to the Equipment (OR ANY INTEREST THEREINor any interest therein), THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISEthat may arise pursuant to any law now or hereafter in effect or otherwise.