Common use of Disclaimer of Warranties Clause in Contracts

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, supplier or manufacturerTHE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, LESSEE DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE TRANSFERRED SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE TRANSFERRED SUBSIDIARIES, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE TRANSFERRED SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE TRANSFERRED SUBSIDIARIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A SIZECOMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, DESIGNWHETHER EXPRESS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE IMPLIED OR STATUTORY, WITH RESPECT TO LESSEE, (ii) LESSEE IS SATISFIED THE ASSETS OF THE TRANSFERRED SUBSIDIARIES THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR MAY ARISE PURSUANT TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEEFFECT, OR OTHERWISE, EXCEPT AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY SET FORTH IN TORT THIS AGREEMENT OR ANY OTHER EXPRESS DOCUMENT EXECUTED OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER DELIVERED IN CONNECTION WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerGEOTRUST AND PARTNER EXPRESSLY DISCLAIM AND MAKE NO REPRESENTATION, supplier or manufacturerWARRANTY OR COVENANT OF ANY KIND, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER WHETHER EXPRESS OR IMPLIED, AS EITHER IN FACT OR BY OPERATION OF LAW, WITH RESPECT TO THE VALUESERVICES PROVIDED OR THE CERTIFICATE ISSUED HEREUNDER, USEINCLUDING WITHOUT LIMITATION, CONDITION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY A PARTICULAR PURPOSEPURPOSE OR USE OF THE SERVICES OR CERTIFICATE, DESIGNAND ALL WARRANTIES, OPERATIONREPRESENTATIONS, MERCHANTABILITY THEREOF CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE OR AS COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE HEREBY EXCLUDED TO THE TITLE FULLEST EXTENT PERMITTED BY LAW. GEOTRUST AND PARTNER FURTHER DISCLAIM AND MAKE NO REPRESENTATION, WARRANTY OR COVENANT OF ANY UNITKIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, TO SUBSCRIBER OR ANY THIRD PARTY THAT (A) ANY SUBSCRIBER TO WHICH IT HAS ISSUED A CERTIFICATE IS IN THE QUALITY OF FACT THE MATERIAL PERSON, ENTITY OR WORKMANSHIP THEREOF ORGANIZATION IT CLAIMS TO BE IN THE INFORMATION SUPPLIED TO GEOTRUST OR CONFORMITY THEREOF TO SPECIFICATIONSPARTNER, FREEDOM FROM PATENT(B) A SUBSCRIBER IS IN FACT THE PERSON, COPYRIGHT ENTITY OR TRADEMARK INFRINGEMENTORGANIZATION LISTED IN A CERTIFICATE, OR (C) THAT THE ABSENCE INFORMATION CONTAINED IN THE CERTIFICATES OR IN ANY CERTIFICATE STATUS MECHANISM COMPILED, PUBLISHED OR OTHERWISE DISSEMINATED BY GEOTRUST, OR THE RESULTS OF ANY LATENT CRYPTOGRAPHIC METHOD IMPLEMENTED IN CONNECTION WITH THE CERTIFICATES IS ACCURATE, AUTHENTIC, COMPLETE OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersRELIABLE.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerPURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE ASSETS (INCLUDING, supplier or manufacturerBUT NOT LIMITED TO, LESSEE ACKNOWLEDGES THE PHYSICAL AND AGREES ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, EXCEPT TO THE EXTENT OF SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, SHALL ASSUME THE RISK THAT (i) EACH UNIT IS ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. EXCEPT TO THE EXTENT OF A SIZESELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, DESIGNSELLER SHALL SELL AND CONVEY TO PURCHASER, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEEPURCHASER SHALL ACCEPT, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT ASSETS "AS-AS IS", "WHERE-WHERE IS" ", AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMSTHERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ASSETS BY SELLER OR ANY THIRD PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF SELLER'S EXPRESS REPRESENTATIONS EITHER AND WARRANTIES CONTAINED HEREIN, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED, AS TO IMPLIED WARRANTY OF SUITABILITY OR FITNESS OF ANY OF THE VALUE, USE, CONDITION, FITNESS ASSETS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE MERCHANTABILITY, ENVIRONMENTAL CONDITION, TITLE, VALUE, QUALITY, QUANTITY, CONDITION OR SALABILITY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSASSETS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation AgreementOR AS TO THE PRESENCE ON OR ABSENCE FROM THE ASSETS OF ANY HAZARDOUS MATERIAL. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHE TERMS AND CONDITIONS OF THIS SECTION 10.11 SHALL SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE ASSETS ON THE CLOSING DATE WITHOUT REGARD TO ANY GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER EXCEPT AS EXPRESSLY SET FORTH IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTSECTION 13.1 ABOVE, THE POLICY PROVIDER OR EXASOL MATERIALS, OPEN SOURCE SOFTWARE, THIRD PARTY CONTENT, MAINTENANCE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” TO THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEFULL EXTENT PERMITTED BY LAW, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMSOTHER CONDITIONS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN EXASOL AND THE CUSTOMER OR IMPLIEDBE IMPLIED OR INCORPORATED INTO THIS AGREEMENT, AS TO THE VALUEWHETHER BY STATUTE, USECOMMON LAW, CONDITIONOR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGNTITLE, OPERATIONNON-INFRINGEMENT, MERCHANTABILITY THEREOF AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR AS TO TRADE PRACTICE. WITHOUT LIMITING THE TITLE FOREGOING, EXASOL MAKES NO WARRANTY OF ANY UNITKIND THAT THE SOFTWARE OR DOCUMENTATION, THE QUALITY OR ANY PRODUCTS OR RESULTS OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSUSE THEREOF, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT WILL MEET CUSTOMER’S OR OTHER DEFECTPERSONS’ REQUIREMENTS, WHETHER OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR NOT DISCOVERABLEWORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS TO THE ABSENCE OF IS” AND ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND EACH THE THIRD-PARTY OWNER OR DISTRIBUTOR OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER SUCH OPEN SOURCE COMPONENTS AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIRD-PARTY MATERIALS.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, supplier or manufacturerTHE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, LESSEE DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE VESSEL-OWNING SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE OTHER PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH UNIT IS OF A SIZETHE PARTIES HEREBY ACKNOWLEDGES THAT, DESIGNTO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPACITY THE ASSETS OWNED BY THE SUBSIDIARIES, AS PROVIDED FOR HEREIN, ARE CONVEYED ON AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY THE ASSETS OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBSIDIARIES ARE CONVEYED SUBJECT TO ALL APPLICABLE LAWS OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND GOVERNMENTAL REGULATIONS CONVEYANCE OF THE VESSEL-OWNING SUBSIDIARY SHARES OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES THAT MAY ARISE PURSUANT TO ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEEFFECT, OR OTHERWISE, EXCEPT AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY SET FORTH IN TORT THIS AGREEMENT OR ANY OTHER EXPRESS DOCUMENT EXECUTED OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER DELIVERED IN CONNECTION WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, supplier or manufacturerTHE SERVICES, LESSEE ACKNOWLEDGES AND AGREES ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES ARE PROVIDED “AS IS.” PANTHEON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PANTHEON MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND THAT (i) EACH UNIT IS THE SERVICES, SHALL MEET SUBSCRIBER’S, END USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, DATA OR OTHER SERVICES, OR BE COMPLETE, FREE OF A SIZEHARMFUL CODE, DESIGNTIMELY, CAPACITY AND MANUFACTURE SELECTED UNINTERRUPTED OR ERROR-FREE. ANY THIRD PARTY CONTENT, DATA, PRODUCTS OR SERVICES OR ANY OPEN SOURCE SOFTWARE OR CODE THAT MAY BE ACCESSED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED SUBSCRIBER AVAILABLE THROUGH THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-SERVICES ARE MADE AVAILABLE “AS IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS SUBJECT TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF APPLICABLE LICENSE AGREEMENTS BETWEEN SUBSCRIBER AND SUCH THIRD PARTY AND ARE NOT SUBJECT TO THIS AGREEMENT. PANTHEON DOES NOT ENDORSE OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR MAKE ANY OTHER EXPRESS REPRESENTATIONS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersPROMISES REGARDING SUCH THIRD PARTY MATERIALS.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT FOR THE EXPRESS REPRESENTATIONS OF LESSOR SET FORTH IN SECTION 6(B), supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR A DEALER IN PROPERTY OF SUCH KIND REPRESENTATIVES HAS MADE OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL WILL BE DEEMED TO HAVE MADEMADE ANY TERM, AND EACH EXPRESSLY DISCLAIMSCONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) AS TO (I) THE CAPACITY, AGE, AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONFORMITY TO THE PROVISIONS OF THIS LEASE, DESCRIPTION, CONDITION (WHETHER OF THE AIRCRAFT, ANY AND ALL RIGHTSENGINE, CLAIMSANY PART THEREOF OR THE AIRCRAFT DOCUMENTATION), WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIEDDESIGN, AS TO THE VALUEWORKMANSHIP, USEMATERIALS, CONDITIONMANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR PURPOSEUSE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR AS TO UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (II) THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (III) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (IV) ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO PART THEREOF, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersEXTINGUISHED.

Disclaimer of Warranties. Without waiving Neither Owner nor Owner Participant ------------------------ makes any claim Lessee may have against representations or warranties whether written, oral or implied, with respect to the Vessel Interest, the Vessel, or any sellerpart thereof, supplier except as expressly set forth in Section 7 or manufacturer9 of the Participation Agreement or in any Officer's Certificate of the Owner Trust or the Owner Participant, LESSEE in each case delivered pursuant to the Participation Agreement. As between Owner and Charterer, execution by Charterer of this Charter Party and the Protocol of Delivery and Acceptance shall be conclusive proof of Charterer's acceptance of the Vessel and the Vessel Interest for all purposes hereof and of the commencement of the Charter Period with respect thereto and that the Vessel and the Vessel Interest are satisfactory to the Charterer in all respects. CHARTERER ACKNOWLEDGES THAT OWNER IS NOT A MANUFACTURER OR DEALER IN SHIPS OR THE COMPONENTS THEREOF AND AGREES THAT (i) OWNER CHARTERS AND CHARTERER TAKES THE VESSEL AND THE VESSEL INTEREST AND EACH UNIT PART THEREOF AS IS OF A SIZEAND WHERE IS, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR OWNER NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY OWNER HEREBY DISCLAIMS, ANY AND ALL RIGHTSREPRESENTATION OR WARRANTY OTHER THAN THOSE REFERRED TO IN THE SECOND PRECEDING SENTENCE, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE VALUEDESIGN OR CONDITION OF THE VESSEL OR ANY PART THEREOF, USE, CONDITION, THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE, DESIGNTHE ABILITY OF THE VESSEL TO PERFORM ANY FUNCTION, OPERATION, MERCHANTABILITY THEREOF OR AS TITLE TO THE TITLE OF VESSEL OR ANY UNITPART THEREOF, THE QUALITY OF THE MATERIAL MATERIALS OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO . CHARTERER CONFIRMS THAT IT HAS SELECTED THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO VESSEL AND EACH PART THEREOF ON THE BASIS OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER ITS OWN JUDGMENT AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS RELIANCE IN CONNECTION WITH SUCH SELECTION OF THE UNITSUPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY OWNER OR OWNER PARTICIPANT. The provisions of this Article have been negotiated and, except that Lessor, as expressly set forth in its individual capacity, represents Sections 7 and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) 9 of the Participation AgreementAgreement or in any Officer's Certificate of the Owner Trust or Owner Participant, the foregoing provisions are intended to be a complete exclusion and negation of any representation or warranty by Owner or Owner Participant, express or implied, with respect to this Charter Party, the Vessel, the Vessel Interest or any part thereof that may arise pursuant to any law now or hereafter in effect or otherwise. Lessee's delivery of a Lease Supplement Nothing contained in this Article shall be conclusive evidence construed as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim a waiver of any nature whatsoever warranty or other claim against Lessor based on any of manufacturer, supplier, dealer, vendor, contractor, subcontractor or installer, including the foregoing mattersBuilder.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, supplier or manufacturerTHE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, LESSEE DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE VESSEL OWNERS, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL OWNERS, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL OWNERS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE VESSEL OWNERS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A SIZECOMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, DESIGNWHETHER EXPRESS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE IMPLIED OR STATUTORY, WITH RESPECT TO LESSEE, (ii) LESSEE IS SATISFIED THE ASSETS OF THE VESSEL OWNERS THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR MAY ARISE PURSUANT TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEEFFECT, OR OTHERWISE, EXCEPT AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY SET FORTH IN TORT THIS AGREEMENT OR ANY OTHER EXPRESS DOCUMENT EXECUTED OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER DELIVERED IN CONNECTION WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT, supplier or manufacturerINSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, LESSEE THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, NONE OF THE PARTIES DOES MAKE AND EACH PARTY SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE TRANSFERRED SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING, WITHOUT LIMITATION, ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE TRANSFERRED SUBSIDIARIES, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE TRANSFERRED SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE TRANSFERRED SUBSIDIARIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 6.2 SURVIVES THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 6.2 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A SIZECOMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, DESIGNWHETHER EXPRESS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE IMPLIED OR STATUTORY, WITH RESPECT TO LESSEE, (ii) LESSEE IS SATISFIED THE ASSETS OF THE TRANSFERRED SUBSIDIARIES THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR MAY ARISE PURSUANT TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEEFFECT, OR OTHERWISE, EXCEPT AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY SET FORTH IN TORT THIS AGREEMENT OR ANY OTHER EXPRESS DOCUMENT, INSTRUMENT OR IMPLIED REPRESENTATION AGREEMENT EXECUTED OR WARRANTY WHATSOEVER DELIVERED IN CONNECTION WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, supplier or manufacturerTHE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, LESSEE DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE VESSEL-OWNING SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE OTHER PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A SIZECOMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, DESIGNWHETHER EXPRESS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE IMPLIED OR STATUTORY, WITH RESPECT TO LESSEE, (ii) LESSEE IS SATISFIED THE ASSETS OF THE VESSEL-OWNING SUBSIDIARIES THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR MAY ARISE PURSUANT TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEEFFECT, OR OTHERWISE, EXCEPT AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY SET FORTH IN TORT THIS AGREEMENT OR ANY OTHER EXPRESS DOCUMENT EXECUTED OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER DELIVERED IN CONNECTION WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, supplier or manufacturerTHE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, LESSEE DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE VESSEL-OWNING SUBSIDIARY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE OTHER PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A SIZECOMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, DESIGNWHETHER EXPRESS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE IMPLIED OR STATUTORY, WITH RESPECT TO LESSEE, (ii) LESSEE IS SATISFIED THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR MAY ARISE PURSUANT TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEEFFECT, OR OTHERWISE, EXCEPT AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY SET FORTH IN TORT THIS AGREEMENT OR ANY OTHER EXPRESS DOCUMENT EXECUTED OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER DELIVERED IN CONNECTION WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOTHER THAN THE WARRANTY OF TITLE GRANTED HEREIN, supplier or manufacturerNO WARRANTY SHALL BE PROVIDED BY SELLER WITH RESPECT TO PARTS SOLD HEREUNDER, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT PART SOLD TO CUSTOMER IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER SOLD IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "“AS-IS", "WHERE-IS" AND "” CONDITION WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEASSIGNABLE WARRANTIES FROM THE LAST OPERATOR OR REPAIR FACILITY (IF SUCH WARRANTIES EXIST), AND LESSEE ACKNOWLEDGES THAT NONE THE OBLIGATIONS AND LIABILITY OF LESSOR, AS LESSOR OR SELLER HEREUNDER ARE EXPRESSLY IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADELIEU OF ALL OTHER WARRANTIES, AND EACH EXPRESSLY DISCLAIMS, CUSTOMER HEREBY WAIVES AND RELEASES SELLER FROM ANY AND ALL RIGHTSOTHER WARRANTIES, CLAIMSAGREEMENTS, WARRANTIES GUARANTEES, CONDITIONS, OBLIGATIONS, DUTIES, REPRESENTATIONS, REMEDIES OR REPRESENTATIONS EITHER LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUEANY PARTS, USEARISING IN CONTRACT OR IN TORT, CONDITIONWHETHER UNDER THEORIES OF NEGLIGENCE, STRICT NEGLIGENCE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGN(2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, OPERATIONCOURSE OF DEALING OR USAGE OF TRADE, MERCHANTABILITY THEREOF AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR AS REMEDY, FOR LOSS OF USE OR DAMAGE TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL ENGINE OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT AIRCRAFT OR ANY OTHER EXPRESS PROPERTY FOR LOSS OF REVENUE OR IMPLIED REPRESENTATION PROFIT WITH RESPECT TO ANY SUCH PROPERTY FOR LIABILITY OF CUSTOMER TO ANY THIRD PARTY OR WARRANTY FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER WITH RESPECT THERETO AND EACH TO ANY PART SOLD HEREUNDER, EXCEPT IN THE CASE OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersSELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Disclaimer of Warranties. (a) Without waiving any claim the Facility Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR AND THE OWNER PARTICIPANT THAT (i) THE FACILITY AND EACH UNIT IS COMPONENT ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT IS COMPONENT ARE SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS REQUIREMENTS OF LAW NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE FACILITY LESSEE TAKES EACH UNIT THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE "AS-IS", ," "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, ," AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF NEITHER THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Undivided Interest will be free of Lessor's Liens attributable to Owner Lessor Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer in clause (v) Owner Participant on the one hand and the Facility Lessee on the other hand are to be borne by the Facility Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. Neither the Owner Lessor nor the Owner Participant shall not extend have any responsibility or liability to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Facility Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory or any other Person with respect to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the following: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (y) the use, operation or performance of the Facility, any Component or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component. The provisions of this paragraph (a) of this SECTION 4.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing mattersprovisions are intended to be a complete exclusion and negation of any representations or warranties of the Owner Lessor, express or implied, with respect to the Facility, any Component or the Undivided Interest that may arise pursuant to any Requirement of Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE SOFTWARE IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE PROVIDED TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT YOU ON AN "AS-IS", "WHERE-AS IS" AND "WITH AS AVAILABLE" BASIS AND ALL FAULTS"WARRANTIES, IN WHATEVER CONDITION IT MAY BEEXPRESS AND IMPLIED, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTBUT NOT LIMITED TO, THE POLICY PROVIDER DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, COMPANY MAKES NO WARRANTY THAT: (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE NETWORK WILL BE SECURE; OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE. THE SOFTWARE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SOFTWARE, OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED HARDWARE AND/OR SOFTWARE NECESSARY TO HAVE MADE, ACCESS AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO USE THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECTSOFTWARE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY AND/OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY EXPRESSLY STATED IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS XXXX.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER EXCEPT AS PROVIDED IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BETHIS AGREEMENT, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AS LESSOR RUBRIK AND ITS LICENSORS DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR IN ITS INDIVIDUAL CAPACITYOTHERWISE, INDENTURE TRUSTEEINCLUDING, WITHOUT LIMITATION, ANY LOAN PARTICIPANTIMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. RUBRIK DOES NOT WARRANT AGAINST LOSS OR INACCURACY OF DATA, THAT THE POLICY PROVIDER OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE OWNER PARTICIPANT MAKES NOR SHALL PRODUCTS WILL BE DEEMED TO HAVE MADECOMPATIBLE WITH ANY THIRD-PARTY SOFTWARE OR HARDWARE. RUBRIK, ITS SUPPLIERS AND EACH EXPRESSLY DISCLAIMSLICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY WARRANTIES, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS PROVIDED BY A CHANNEL PARTNER OR OTHER THIRD PARTY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE VALUECONTRARY, USETRIAL PRODUCTS ARE PROVIDED AND LICENSED TO CUSTOMER ON AN “AS IS” BASIS, CONDITIONAND ALL WARRANTIES AND INDEMNITIES, FITNESS FOR ANY PARTICULAR PURPOSEWHETHER EXPRESS, DESIGNIMPLIED, OPERATIONSTATUTORY OR OTHERWISE, MERCHANTABILITY THEREOF OR AS ARE EXCLUDED TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersMAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER LESSOR AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Lease Term to assert and enforce, Lease Agreement (TRLI 2001-1C) from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of each Unit against the manufacturers or any prior owner thereof; provided, however, that if at any time a Lease Event of Default shall have occurred and be continuing, at Lessor's option, such power of attorney shall terminate, and Lessor may assert and enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim that Lessee may have against any sellermanufacturer, supplier vendor or manufacturercontractor, LESSEE ACKNOWLEDGES AND AGREES THAT (ia) EACH UNIT THE LEASED FACILITY IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, ; (iib) LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, PURPOSES; (iiic) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER THEREOF OR A DEALER IN PROPERTY OR VENDOR OF SUCH KIND KIND, AND (d) LESSOR HAS NOT MADE, OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO DOES NOT AND ACCEPTANCE BY LESSEEWILL NOT MAKE, (ivI) EACH UNIT IS ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO THE TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF ANY OR ALL OF THE LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW FACILITY IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR ANY RESPECT OR IN ITS INDIVIDUAL CAPACITYCONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE OR ANY OTHER PERSON, INDENTURE TRUSTEEOR (ii) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY ALL OF THE MATERIAL LEASED FACILITY, IT BEING AGREED THAT, EXCEPT AS EXPRESSLY SPECIFIED HEREIN OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSIN THE OTHER LEASE DOCUMENTS, FREEDOM FROM PATENTALL RISKS ASSOCIATED WITH THE LEASED FACILITY, COPYRIGHT OR TRADEMARK INFRINGEMENTAS BETWEEN LESSOR AND LESSEE, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSSHALL BE BORNE SOLELY BY LESSEE. In no event shall Lessee have any recourse against Lessor for any defect in or exception to title to the Leased Facility, except that with respect to Lessor’s liens attributable to Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that Member or the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersLenders.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, supplier or manufacturerCHICAGO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS UNDER THIS AGREEMENT. IN PARTICULAR , CHICAGO DISCLAIMS ANY WARRANTY WITH RESPECT TO THE VALUEINVENTION(S) CLAIMED IN THE LICENSED PATENTS OR WITH RESPECT TO THE LICENSED PATENTS THEMSELVES, USEINCLUDING BUT NOT LIMITED TO, CONDITIONANY REPRESENTATIONS OR WARRANTIES ABOUT (I) THE VALIDITY, SCOPE OR ENFORCEABILITY OF ANY OF THE LICENSED PATENTS; (II) THE ACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY INFORMATION PROVIDED BY CHICAGO TO COMPANY, ITS SUBLICENSEES OR AFFILIATES OF EITHER, WITH RESPECT TO THE INVENTION(S) CLAIMED IN THE LICENSED PATENTS OR WITH RESPECT TO THE LICENSED PATENTS THEMSELVES AND ANY PRODUCTS DEVELOPED FROM OR COVERED BY THEM; (III) FURNISHING ANY KNOW-HOW OR TECHNICAL INFORMATION; (IV) ANY KNOW-HOW OR TECHNICAL INFORMATION FURNISHED BY CHICAGO TO COMPANY OR ITS AFFILIATES; (V) WHETHER THE PRACTICE OF ANY CLAIM CONTAINED IN ANY OF THE LICENSED PATENTS WILL OR MIGHT INFRINGE A PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OWNED OR LICENSED BY A THIRD PARTY; (VI) THE PATENTABILITY OF ANY INVENTION CLAIMED IN THE LICENSED PATENTS; OR (VII) THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE OF ANY PRODUCT OR PROCESS MADE OR CARRIED OUT IN ACCORDANCE WITH OR THROUGH THE USE OF THE LICENSED PATENTS. IN ADDITION, CHICAGO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1 OR AS MAY OTHERWISE BE PROVIDED UNDER THE PURCHASE AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTSALE AGREEMENT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEANALOG PARTIES DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH REGARD TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ANALOG PARTIES DISCLAIM (EXCEPT AS TO MAY OTHERWISE BE PROVIDED UNDER THE VALUEPURCHASE AND SALE AGREEMENT) (A) ANY AND ALL REPRESENTATIONS AND WARRANTIES, USEEXPRESS OR IMPLIED, CONDITIONREGARDING THE SCOPE, FITNESS FOR ANY PARTICULAR PURPOSECOVERAGE, DESIGN, OPERATION, MERCHANTABILITY THEREOF VALIDITY OR AS TO THE TITLE ENFORCEABILITY OF ANY UNIT, THE QUALITY OF THE MATERIAL PATENTS OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT PATENT APPLICATIONS OR ANY OTHER INTELLECTUAL PROPERTY OF THE ANALOG PARTIES; AND (B) ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ANY ANALOG TECHNOLOGY OR INTELLECTUAL PROPERTY OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OF ANY THIRD PARTY AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE). FURTHER, THE ANALOG PARTIES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH THAT ANY LICENSED PRODUCT CAN BE USED, MADE, SOLD OR IMPORTED WITHOUT INFRINGING THE INTELLECTUAL PROPERTY OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersA THIRD PARTY.

Disclaimer of Warranties. Without waiving any claim Lessee Subscriber acknowledges the inherent possibility of the compromise of Subscriber's Private Key, which may have against any selleror may not be detected, supplier and the possible use of a stolen or manufacturercompromised Private Key to forge Subscriber's digital signature. GEOTRUST AND PARTNER EXPRESSLY DISCLAIM AND MAKE NO REPRESENTATION, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS WARRANTY OR COVENANT OF A SIZEANY KIND, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER WHETHER EXPRESS OR IMPLIED, AS EITHER IN FACT OR BY OPERATION OF LAW, WITH RESPECT TO THE VALUESERVICES PROVIDED OR THE CERTIFICATE ISSUED HEREUNDER, USEINCLUDING WITHOUT LIMITATION, CONDITION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY A PARTICULAR PURPOSEPURPOSE OR USE OF THE SERVICES OR CERTIFICATE, DESIGNAND ALL WARRANTIES, OPERATIONREPRESENTATIONS, MERCHANTABILITY THEREOF CONDITIONS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE OR AS COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE HEREBY EXCLUDED TO THE TITLE FULLEST EXTENT PERMITTED BY LAW. GEOTRUST AND PARTNER FURTHER DISCLAIM AND MAKE NO REPRESENTATION, WARRANTY OR COVENANT OF ANY UNITKIND, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, TO SUBSCRIBER OR ANY THIRD PARTY THAT (A) ANY SUBSCRIBER TO WHICH IT HAS ISSUED A CERTIFICATE IS IN THE QUALITY OF FACT THE MATERIAL PERSON, ENTITY OR WORKMANSHIP THEREOF ORGANIZATION IT CLAIMS TO BE IN THE INFORMATION SUPPLIED TO GEOTRUST OR CONFORMITY THEREOF TO SPECIFICATIONSPARTNER, FREEDOM FROM PATENT(B) A SUBSCRIBER IS IN FACT THE PERSON, COPYRIGHT ENTITY OR TRADEMARK INFRINGEMENTORGANIZATION LISTED IN A CERTIFICATE, OR (C) THAT THE ABSENCE INFORMATION CONTAINED IN THE CERTIFICATES OR IN ANY CERTIFICATE STATUS MECHANISM COMPILED, PUBLISHED OR OTHERWISE DISSEMINATED BY GEOTRUST, OR THE RESULTS OF ANY LATENT CRYPTOGRAPHIC METHOD IMPLEMENTED IN CONNECTION WITH THE CERTIFICATES IS ACCURATE, AUTHENTIC, COMPLETE OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersRELIABLE.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerAS BETWEEN THE OWNER AND THE -------------------------- OPERATOR, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS THE EXECUTION OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY THIS AGREEMENT SHALL BE CONCLUSIVE PROOF OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) THE OPERATOR OF EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALLOCATED ASSET AS BEING IN COMPLIANCE WITH ALL APPLICABLE LAWS REQUIREMENTS OF THIS AGREEMENT. THE OWNER AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES THE OPERATOR TAKE EACH UNIT SUCH ALLOCATED ASSET "AS-IS", "WHERE-AS IS" AND "WITH ALL FAULTSWHERE IS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE THE OPERATOR ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES HAS NOT MADE, NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSANY REPRESENTATION OR WARRANTY, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, USECOMPLIANCE WITH SPECIFICATIONS, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEMERCHANTABILITY, DESIGN, OPERATIONQUALITY, MERCHANTABILITY THEREOF DURABILITY, OPERATION OR AS TO THE TITLE FITNESS FOR USE OR PURPOSE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT EACH SUCH ALLOCATED ASSET OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO EACH SUCH ALLOCATED ASSET OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE, AS BETWEEN THE OWNER AND EACH THE OPERATOR, BY THE OPERATOR IN THE EVENT OF LESSORANY DEFECT OR DEFICIENCY IN ANY SUCH ALLOCATED ASSET, INDENTURE TRUSTEEOF ANY NATURE WHETHER PATENT OR LATENT, AND THAT THE OWNER SHALL NOT HAVE ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSRESPONSIBILITY OR LIABILITY WITH RESPECT THERETO, except that Lessorthe Owner hereby represents, in its individual capacity, represents warrants and warrants covenants that each such Allocated Asset shall be free of Owner Liens on the Closing DateDate and except as otherwise provided in the Transaction Agreement. The provisions of this Section 4.1 have been negotiated, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer provisions are intended to be a complete exclusion and negation of any other warranties made by the Owner, express or implied, with respect to any Allocated Asset, whether arising pursuant to Applicable Law now or hereafter in clause (v) effect or otherwise. Nothing contained in this Section 4.1 shall in any way diminish or otherwise affect any right the Operator may have with respect to any Allocated Asset against any third Person. The Owner shall not extend at any time be required to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lesseeinspect any Allocated Asset, and Lessee will any actual inspection by the Owner shall not assert any claim be deemed to affect or modify the provisions of any nature whatsoever against Lessor based on any of the foregoing mattersthis Section 4.1.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT THAT: (ia) EACH UNIT ITEM OF EQUIPMENT IS OF A SIZETYPE, DESIGN, CAPACITY QUALITY AND MANUFACTURE SELECTED BY AND LESSEE, ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS AND SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, LESSEE'S PURPOSES; (iiib) NEITHER LESSOR NOR OWNER PARTICIPANT IS A NOT THE MANUFACTURER OR A DEALER IN PROPERTY SUPPLIER OF SUCH KIND THE EQUIPMENT OR THE REPRESENTATIVE OF EITHER; (c) LESSOR IS NOT REQUIRED TO ENFORCE ANY MANUFACTURER'S WARRANTIES ON BEHALF OF ITSELF OR LESSEE; (d) LESSOR HAS NOT INSPECTED AND IS NOT OBLIGATED TO INSPECT THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, EQUIPMENT; (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (ve) LESSOR LEASES AND THE EQUIPMENT TO LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEAS IS WITHOUT WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORTHE LESSOR EXPRESSLY DISCLAIMS ANY WARRANTY, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO (i) THE VALUE, USETITLE, CONDITION, FITNESS FOR ANY USE FOR A PARTICULAR PURPOSE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION, OR MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHEREOF, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, (ii) THE ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLEDISCERNABLE, OR AS TO (iii) THE ABSENCE OF INFRINGEMENT OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT PATENT, TRADEMARK OR COPYRIGHT OR (iv) ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN THE LESSOR AND EACH OF LESSORTHE LESSEE, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, ARE TO BE BORNE BY THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersLESSEE.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT THAT, AS BETWEEN LESSOR AND LESSEE (iI) EACH UNIT CAR IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (iiII) LESSEE IS SATISFIED THAT EACH UNIT CAR IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iiiIII) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (ivIV) EACH UNIT CAR IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, AND (vV) LESSOR LEASES TO LESSEE AND LESSEE TAKES EACH UNIT CAR "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE HAS NOT MADE, AND EACH LESSOR HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE TITLE, OF ANY UNITTHE CARS, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORTHERETO, INDENTURE TRUSTEEit being agreed that all such risks, ANY LOAN PARTICIPANTas between Lessor and Lessee, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSare to be borne by Lessee. During the term of this Lease, except that Lessorso long as Lessee is not then in Default hereunder, Lessee may assert and enforce, from time to time, in its individual capacity, represents the name and warrants that on for the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free account of Lessor's Liens attributable to Lessor and provided that Lessee, as their interests may appear, but in all cases at the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation sole cost and warranty contained in Section 3.5(e) expense of Lessee, whatever claims and rights Lessor may have as owner of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all Cars against the foregoing respects satisfactory to Lessee, and Lessee will not assert manufacturers or any claim of any nature whatsoever against Lessor based on any of the foregoing mattersprior owner thereof.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS SET FORTH IN SECTION 2.5 AND SECTION 2.6(e) (OR, supplier or manufacturerIF APPLICABLE, LESSEE AS OTHERWISE EXPRESSLY SET FORTH IN ANY APPLICABLE EXHIBIT HERETO), NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR LICENSES TO BE PROVIDED BY IT OR OTHERWISE WITH RESPECT TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY AND EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS THE SERVICES, ARDAGH NAME AND ARDAGH LOGO ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF A SIZEANY KIND, DESIGNTHAT THE RECEIVING PARTY AND, CAPACITY WITH RESPECT TO THE ARDAGH NAME AND MANUFACTURE SELECTED BY ARDAGH LOGO, AMPSA, ASSUMES ALL RISKS AND ACCEPTABLE LIABILITY ARISING FROM OR RELATING TO LESSEEITS AND ITS AFFILIATES’ USE OF AND RELIANCE UPON THE SERVICES, (ii) LESSEE IS SATISFIED THE ARDAGH NAME AND THE ARDAGH LOGO, AS APPLICABLE, AND THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES THE PROVIDING PARTY AND, WITH RESPECT TO THE ARDAGH NAME AND LESSEE HAS ACCEPTED EACH UNITARDAGH LOGO, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEAGSA, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED DOES NOT MAKE, AND (vON BEHALF OF ITSELF AND ITS AFFILIATES) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS"HEREBY SPECIFICALLY DISCLAIMS, "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEETO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LOAN PARTICIPANTREPRESENTATIONS OR WARRANTIES, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, SUFFICIENCY, QUALITY, USEFULNESS, COMMERCIAL UTILITY, MERCHANTABILITY OR WARRANTY WHATSOEVER FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE); PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT EITHER PARTY’S EXPRESS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING WITH RESPECT THERETO TO THE SERVICE LEVEL STANDARDS AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersEITHER PARTY’S INDEMNIFICATION OBLIGATIONS.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i), supplier or manufacturerSELLER DOES NOT, LESSEE ACKNOWLEDGES BY THE EXECUTION AND AGREES THAT (i) EACH UNIT IS DELIVERY OF A SIZETHIS AGREEMENT, DESIGNAND SELLER SHALL NOT, CAPACITY BY THE EXECUTION AND MANUFACTURE SELECTED BY DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND ACCEPTABLE TO LESSEEDELIVERED IN CONNECTION WITH THE CLOSING, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITMAKE ANY REPRESENTATION OR WARRANTY, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER EXPRESS OR A DEALER IN PROPERTY IMPLIED, OF SUCH ANY KIND OR HAS INSPECTED NATURE WHATSOEVER, WITH RESPECT TO THE UNITS PRIOR ASSETS, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE ASSETS (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. SELLER SHALL SELL AND CONVEY TO DELIVERY TO PURCHASER, AND ACCEPTANCE BY LESSEEPURCHASER SHALL ACCEPT, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT THE ASSETS "AS-AS IS", "WHERE-WHERE IS" ", AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMSTHERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS EITHER REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ASSETS BY SELLER OR ANY THIRD PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED, AS TO IMPLIED WARRANTY OF SUITABILITY OR FITNESS OF ANY OF THE VALUE, USE, CONDITION, FITNESS ASSETS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE MERCHANTABILITY, ENVIRONMENTAL CONDITION, TITLE, VALUE, QUALITY, QUANTITY, CONDITION OR SALABILITY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSASSETS, except that LessorOR AS TO THE PRESENCE ON OR ABSENCE FROM THE ASSETS OF ANY HAZARDOUS MATERIAL, in its individual capacityOR THAT THE USE OR SALE OF ANY OF THE ASSETS WILL NOT VIOLATE THE COPYRIGHT, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation AgreementTRADEMARK OR PATENT RIGHTS OF ANY PERSON. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHE TERMS AND CONDITIONS OF THIS SECTION 10.11 SHALL SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE ASSETS ON THE CLOSING DATE WITHOUT REGARD TO ANY GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER EXCEPT AS PROVIDED IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BETHIS AGREEMENT, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AS LESSOR RUBRIK AND ITS LICENSORS DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR IN ITS INDIVIDUAL CAPACITYOTHERWISE, INDENTURE TRUSTEEINCLUDING, WITHOUT LIMITATION, ANY LOAN PARTICIPANTIMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. XXXXXX DOES NOT WARRANT AGAINST LOSS OR INACCURACY OF DATA, THAT THE POLICY PROVIDER OPERATION OF THE RUBRIK SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE OWNER PARTICIPANT MAKES NOR SHALL RUBRIK SERVICE WILL BE DEEMED TO HAVE MADECOMPATIBLE WITH ANY THIRD-PARTY SOFTWARE OR HARDWARE. RUBRIK, ITS SUPPLIERS AND EACH EXPRESSLY DISCLAIMSLICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY WARRANTIES, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS PROVIDED BY A CHANNEL PARTNER OR OTHER THIRD PARTY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE VALUECONTRARY, USEFREE TRIALS ARE PROVIDED AND LICENSED TO CUSTOMER ON AN “AS IS” BASIS, CONDITIONAND ALL WARRANTIES AND INDEMNITIES, FITNESS FOR ANY PARTICULAR PURPOSEWHETHER EXPRESS, DESIGNIMPLIED, OPERATIONSTATUTORY OR OTHERWISE, MERCHANTABILITY THEREOF OR AS ARE EXCLUDED TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersMAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Disclaimer of Warranties. (a) Without waiving any claim the Facility Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR AND THE OWNER PARTICIPANT THAT (i) THE FACILITY AND EACH UNIT COMPONENT THEREOF IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT COMPONENT THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE FACILITY IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE FACILITY LESSEE TAKES EACH UNIT THE FACILITY UNDER THIS FACILITY LEASE "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF NEITHER THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Facility will be free of Owner Lessor's Liens attributable to Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer Owner Participant on the one hand and the Facility Lessee on the other hand are to be borne by the Facility Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. Neither of the Owner Lessor nor the Owner Participant shall have any responsibility or liability to the Facility Lessee or any other Person with respect to any of the following: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in clause connection therewith; (vy) shall not extend the use, operation or performance of the Facility or any Component thereof or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component thereof. The provisions of this paragraph (a) of this Section 4.1 have been negotiated, and, except to Owner Participant's representation the extent otherwise expressly stated herein or in Sections 3.2(f) and warranty contained in Section 3.5(e3.4(f) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all , the foregoing respects satisfactory provisions are intended to Lessee, be a complete exclusion and Lessee will not assert any claim negation of any nature whatsoever against Lessor based on any representations or warranties of the foregoing mattersOwner Lessor and the Owner Participant, express or implied, with respect to the Facility or any Components thereof that may arise pursuant to any Applicable Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller(a) EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AND THE CONVEYANCE INSTRUMENTS DELIVERED BY THE PARTIES PURSUANT TO THE TERMS OF THIS AGREEMENT, supplier or manufacturerTHE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, LESSEE ACKNOWLEDGES DOES NOT MAKE, AND AGREES THAT EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, INCLUDING, WITHOUT LIMITATION, ANY REGARDING (iA) EACH UNIT IS THE VALUE, NATURE, QUALITY OR CONDITION OF A SIZETHE ASSETS, DESIGNINCLUDING THE WATER, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEESOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (iiB) LESSEE IS SATISFIED THE INCOME TO BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS, OR (F) THE MERCHANTABILITY, MARKETABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE INTERESTS . EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH UNIT HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS, AND EACH IS SUITABLE RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE PARTIES. NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AND THE INTERESTS AS PROVIDED FOR ITS PURPOSES HEREIN IS MADE IN AN “AS-IS”, “WHERE-IS” CONDITION WITH ALL FAULTS, AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO INTERESTS ARE CONTRIBUTED AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER CONVEYED SUBJECT TO ALL APPLICABLE LAWS OF THE MATTERS CONTAINED IN THIS SECTION 3.01(a). THIS SECTION 3.01(a) SHALL SURVIVE SUCH CONTRIBUTION AND GOVERNMENTAL REGULATIONS CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.01(a) HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS OR THE INTERESTS THAT MAY ARISE PURSUANT TO ANY LAW NOW IN EFFECT OR HEREAFTER ADOPTED IN EFFECT, OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR CONVEYANCE INSTRUMENTS DELIVERED BY THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS PARTIES PURSUANT TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE TERMS OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturerSeller, LESSEE ACKNOWLEDGES AND AGREES AGREES, AS BETWEEN LESSEE AND LESSOR, THAT EXECUTION OF THE APPLICABLE LEASE SUPPLEMENT BY LESSEE SHALL WITHOUT FURTHER ACTION CONSTITUTE THE AGREEMENT OF LESSEE AS TO ALL UNITS REFERENCED IN SUCH LEASE SUPPLEMENT THAT LESSEE WAIVES ALL CLAIMS AGAINST LESSOR AND RELEASES LESSOR FROM ALL LIABILITY AS TO THE FOLLOWING MATTERS: (iA) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (iiB) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iiiC) NEITHER LESSOR LESSOR, ANY LENDER, ANY BANK LENDER, THE AGENT NOR OWNER PARTICIPANT ANY HOLDER IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR SIMILAR TO DELIVERY TO AND ACCEPTANCE BY LESSEEANY UNIT, (ivD) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (vE) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEEANY LENDER, ANY LOAN PARTICIPANTBANK LENDER, THE POLICY PROVIDER OR THE OWNER PARTICIPANT AGENT NOR ANY HOLDER MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, represents and warrants that on the Closing as of each Acceptance Date, Lessor shall have received whatever title to each Unit the applicable Units as was conveyed to Lessor by Lessee the applicable Seller and each Unit the applicable Units will be free of Lessor's Liens attributable to Lessor and provided in its individual capacity and; provided, that the foregoing disclaimer in clause (vE) shall not extend to Owner Participant's representation any representations and warranty warranties of any such Person contained in Section 3.5(e) of the Participation Agreement. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Term to assert and enforce, from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of the Equipment against the manufacturers and all prior owners thereof and Lessee hereby accepts such appointment; provided, however, that if at any time a Lease Default or Lease Event of Default shall have occurred and be continuing, at Lessor's option, such power of attorney shall terminate, and Lessor may assert and enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's execution and delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerTHE ENABLING TECHNOLOGY, supplier or manufacturerLICENSED TECHNOLOGY, LESSEE ACKNOWLEDGES KNOW-HOW, MATERIALS AND AGREES THAT (i) SOFTWARE LICENSED HEREUNDER ARE PROVIDED AND LICENSED TO BAYER “AS IS.” EXCEPT AS SET FORTH EXPRESSLY IN THIS ARTICLE 3, EACH UNIT IS OF A SIZE, DESIGN, CAPACITY PARTY HEREBY EXPRESSLY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, SPECIFICALLY DISCLAIMS ANY AND ALL RIGHTSWARRANTIES OF ANY KIND, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS EXPRESSED AND/OR IMPLIED, AS STATUTORY AND/OR OTHERWISE, AND/OR ARISING FROM A COURSE OF DEALING AND/OR USAGE OF TRADE, WITH REGARD TO ANY AND/OR ALL OF THE VALUELICENSED TECHNOLOGY (INCLUDING PATENT RIGHTS, USEKNOW-HOW AND MATERIALS WITHIN THE LICENSED TECHNOLOGY AND SOFTWARE) AND/OR RESULTS OBTAINED, CONDITIONAND/OR PRODUCTS, IF ANY, DEVELOPED, CREATED AND/OR PRODUCED IN WHOLE AND/OR PART THROUGH APPLICATION OF THE LICENSED TECHNOLOGY, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, OPERABILITY AND/OR INTEROPERABILITY, FITNESS FOR ANY PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR BOTH PARTIES ACKNOWLEDGE AND DISCLAIM ANY WARRANTY AS TO THE TITLE USEFULNESS AND/OR COMMERCIAL SUCCESS OF ANY UNIT, RESULTING PRODUCT AND/OR OTHER PRODUCT AND/OR THE QUALITY ACHIEVEMENT OF DESIRED GOALS THROUGH USE OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersLICENSED TECHNOLOGY.

Disclaimer of Warranties. (a) Without waiving any claim the Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR, THE EQUITY INVESTOR AND THE INDENTURE TRUSTEE THAT (i) THE PROJECT AND EACH UNIT COMPONENT THEREOF IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (ii) THE LESSEE IS SATISFIED THAT THE PROJECT AND EACH UNIT COMPONENT THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR OWNER PARTICIPANT THE EQUITY INVESTOR IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE PROJECT IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS PROJECT LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE EQUITY INVESTOR AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE LESSEE TAKES EACH UNIT THE PROJECT UNDER THIS PROJECT LEASE "AS-IS", ," "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, ," AND THE LESSEE ACKNOWLEDGES THAT NONE OF THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER EQUITY INVESTOR OR THE OWNER PARTICIPANT INDENTURE TRUSTEE MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE PROJECT OR THE OWNER LESSOR'S LEASEHOLD INTEREST, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Project will be free of Owner Lessor's Liens attributable to Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer Equity Investor on the one hand and the Lessee on the other hand are to be borne by the Lessee with respect to acts, occurrences or omissions during the Project Lease Term. None of the Owner Lessor, the Equity Investor or the Indenture Trustee shall have any responsibility or liability to the Lessee or any other Person with respect to any of the following: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Project or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in clause connection therewith; (vy) shall not extend the use, operation or performance of the Project or any Component thereof or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Project or any Component thereof. The provisions of this paragraph (a) of this Section 4.1 have been negotiated, and, except to Owner Participant's representation the extent otherwise expressly stated herein or in Sections 3.2(f) and warranty contained in Section 3.5(e3.4(f) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all , the foregoing respects satisfactory provisions are intended to Lessee, be a complete exclusion and Lessee will not assert any claim negation of any nature whatsoever against Lessor based on any representations or warranties of the foregoing mattersOwner Lessor and the Equity Investor, express or implied, with respect to the Project or any Components thereof that may arise pursuant to any Applicable Law now or hereafter in effect or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, supplier or manufacturer(A) THE SERVICE IS PROVIDED “AS- IS” AND “WITH ALL FAULTS”, LESSEE ACKNOWLEDGES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALENTCARE, INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUBCONTRACTORS, DISTRIBUTORS, SERVICES PARTNERS, AGENTS AND AGREES MARKETING PARTNERS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (INDIVIDUALLY, A “TALENTCARE PARTY” AND COLLECTIVELY, THE “TALENTCARE PARTIES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND ACCURACY AND NON- INTERFERENCE; (B) NEITHER TALENTCARE NOR ANY TALENTCARE PARTY WARRANTS THAT (i) EACH UNIT THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF A SIZEVIRUSES, DESIGNWORMS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEEOTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHE SERVICE WILL MEET YOUR REQUIREMENTS, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEERELIABLE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW ANY ERRORS IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL SERVICE WILL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.CORRECTED;

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES ALL SERVICES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT PROVIDER MATERIALS ARE PROVIDED "AS-IS", "WHERE-AS IS" AND "WITH MASTER METER HEREBY DISCLAIMS ALL FAULTS"WARRANTIES, IN WHATEVER CONDITION IT MAY BEWHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND LESSEE ACKNOWLEDGES THAT NONE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITIONMERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGNTITLE AND NON-INFRINGEMENT, OPERATIONAND ALL WARRANTIES ARISING FROM COURSE OF DEALING, MERCHANTABILITY THEREOF USAGE OR AS TO TRADE PRACTICE. WITHOUT LIMITING THE TITLE FOREGOING, MASTER METER MAKES NO WARRANTY OF ANY UNITKIND THAT THE SERVICES OR MASTER METER MATERIALS, THE QUALITY OR ANY PRODUCTS OR RESULTS OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSUSE THEREOF, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT WILL MEET CUSTOMER'S OR ANY OTHER EXPRESS PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR IMPLIED WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND THIRD-PARTY OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OR DISTRIBUTOR OF THE UNITSTHIRD-PARTY MATERIALS. Master Meter does not guarantee, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided Customer acknowledges that the foregoing disclaimer Services provided may be subject to limitations, delays, and other problems inherent in clause (v) the use of the internet or other communications facilities. Master Meter is not responsible for any delays, delivery failures, or other damages resulting from such problems. Any description of product, whether in writing or made orally by Master Meter, Inc. or its agents, specifications, samples, literature, models, bulletins, drawings, diagrams, data sheets or similar materials used in connection with any customer’s order are for the sole purpose of identifying product and shall not extend be construed as an express or implied warranty. Any suggestions by Master Meter, Inc. or its agents regarding use, application, or suitability of product shall not be construed as an express or implied warranty unless confirmed to Owner Participant's representation and warranty contained be such in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lesseewriting by Master Meter, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.Inc.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i), supplier or manufacturerSELLER DOES NOT, LESSEE ACKNOWLEDGES BY THE EXECUTION AND AGREES THAT (i) EACH UNIT IS DELIVERY OF A SIZETHIS AGREEMENT, DESIGNAND SELLER SHALL NOT, CAPACITY BY THE EXECUTION AND MANUFACTURE SELECTED BY DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND ACCEPTABLE TO LESSEEDELIVERED IN CONNECTION WITH THE CLOSING, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITMAKE ANY REPRESENTATION OR WARRANTY, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER EXPRESS OR A DEALER IN PROPERTY IMPLIED, OF SUCH ANY KIND OR HAS INSPECTED NATURE WHATSOEVER, WITH RESPECT TO THE UNITS PRIOR ASSETS, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE ASSETS (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS EXCEPT TO DELIVERY THE EXTENT OF SELLER'S REPRESENTATIONS AND WARRANTIES MADE HEREIN. SELLER SHALL SELL AND CONVEY TO PURCHASER, AND ACCEPTANCE BY LESSEEPURCHASER SHALL ACCEPT, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT THE ASSETS "AS-AS IS", "WHERE-WHERE IS" ", AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEEXCEPT TO THE EXTENT OF SELLER'S REPRESENTATIONS AND WARRANTIES MADE HEREIN, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMSTHERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS EITHER REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ASSETS BY SELLER, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED, AS TO IMPLIED WARRANTY OF SUITABILITY OR FITNESS OF ANY OF THE VALUE, USE, CONDITION, FITNESS ASSETS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE MERCHANTABILITY, ENVIRONMENTAL CONDITION, TITLE, VALUE, QUALITY, QUANTITY, CONDITION OR SALABILITY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSASSETS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation AgreementOR AS TO THE PRESENCE ON OR ABSENCE FROM THE ASSETS OF ANY HAZARDOUS MATERIAL EXCEPT TO THE EXTENT OF SELLER'S REPRESENTATIONS AND WARRANTIES HEREIN. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHE TERMS AND CONDITIONS OF THIS SECTION 10.11 SHALL SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE ASSETS ON THE CLOSING DATE WITHOUT REGARD TO ANY GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL IN NO WAY LIMIT ANY WARRANTY FROM ANY THIRD PARTY.

Disclaimer of Warranties. Without waiving Other than those expressly set out in this Article 4 or in the Assignment, Seller hereby expressly disclaims any claim Lessee may have against and all representations or warranties with respect to the Assets or the transaction contemplated hereby, and Purchaser agrees that the Assets are being sold by Seller “where is” and “as is”, with all faults. Specifically as a part of (but not in limitation of) the foregoing, Purchaser acknowledges that the Seller has not made, and Seller hereby expressly disclaims, any sellerrepresentation or warranty (express, supplier implied, under common law, by statute or manufacturerotherwise) as to the title or condition of the Assets (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, LESSEE ACKNOWLEDGES AND AGREES THAT FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). OTHER THAN THOSE EXPRESSLY SET OUT IN THIS ARTICLE 4 OR IN THE ASSIGNMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO (iI) EACH UNIT IS THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF A SIZEANY OIL, DESIGNGAS, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER, OR ATTRIBUTABLE TO LESSEETHE PROPERTIES, (iiII) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND LESSEE HAS ACCEPTED EACH UNITSUBSURFACE, INCLUDING MATTERS RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS OR (iiiIII) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER THE GEOLOGICAL OR A DEALER ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE THEREOF. OTHER THAN THOSE EXPRESSLY SET OUT IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR THIS ARTICLE 4 OR IN ITS INDIVIDUAL CAPACITYTHE ASSIGNMENT, INDENTURE TRUSTEESELLER MAKES NO WARRANTY OR REPRESENTATION, ANY LOAN PARTICIPANTEXPRESS, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADESTATUTORY, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO (A) THE VALUEACCURACY, USECOMPLETENESS, CONDITIONOR MATERIALITY OF ANY DATA, FITNESS FOR INFORMATION, OR RECORDS FURNISHED TO PURCHASER IN CONNECTION WITH THE ASSETS OR OTHERWISE CONSTITUTING A PORTION OF THE ASSETS; (B) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES; (C) THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (D) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES, (E) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (F) ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR PROJECTIONS AS TO THE TITLE OF EVENTS THAT COULD OR COULD NOT OCCUR, AND (G) ANY UNIT, THE QUALITY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO PURCHASER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSASSETS. ANY DATA, FREEDOM FROM PATENTINFORMATION, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER RECORDS FURNISHED BY SELLER ARE PROVIDED TO PURCHASER AS A CONVENIENCE AND PURCHASER’S RELIANCE ON OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION USE OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersSAME IS AT PURCHASER’S SOLE RISK.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, supplier or manufacturer, LESSEE ACKNOWLEDGES IT IS THE EXPLICIT INTENT OF AND AGREES EXPRESSLY AGREED BY THE PARTIES HERETO THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY THE COMPANY’S REPRESENTATIONS AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER WARRANTIES IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEARTICLE 2.1, AND LESSEE ACKNOWLEDGES THE HOLDER’S REPRESENTATIONS AND WARRANTIES IN ARTICLE 2.2 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE PARTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THAT NONE NEITHER THE COMPANY, NOR THE HOLDER, IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE REPRESENTATIONS AND WARRANTIES OF LESSORTHE COMPANY EXPRESSLY GIVEN IN ARTICLE 2.1 AND THE REPRESENTATIONS AND WARRANTIES OF THE HOLDER EXPRESSLY GIVEN IN ARTICLE 2.2, AS LESSOR AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR THE HOLDER IS MAKING ANY REPRESENTATION OR IN ITS INDIVIDUAL CAPACITYWARRANTY WHATSOEVER, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTERS. IT IS UNDERSTOOD AND EXPRESSLY AGREED THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO HOLDER OR ANY OF ITS RESPECTIVE AFFILIATES (INCLUDING IN ANY PRESENTATION BY THE VALUE, USE, CONDITION, FITNESS FOR COMPANY OR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY AFFILIATE OF THE MATERIAL COMPANY OR WORKMANSHIP THEREOF ANY REPRESENTATIVE OF THE COMPANY) ARE NOT, AND SHALL BE DEEMED NOT TO BE, OR CONFORMITY THEREOF TO SPECIFICATIONSCONTAIN, FREEDOM FROM PATENTREPRESENTATIONS OR WARRANTIES OF THE COMPANY OR ANY AFFILIATE OF THE COMPANY OR ANY OF ITS OFFICERS, COPYRIGHT DIRECTORS OR TRADEMARK INFRINGEMENTREPRESENTATIVES, AND THE ABSENCE OF HOLDER IS NOT ENTERING INTO THIS AGREEMENT IN RELIANCE ON, AND THE HOLDER MAY NOT RELY ON, ANY LATENT SUCH ESTIMATES, FORECASTS, PROJECTIONS OR OTHER DEFECTPREDICTIONS, WHETHER STATEMENTS OF INTENTION MADE OR NOT DISCOVERABLEPURPORTING TO BE MADE BY OR ON BEHALF OF THE COMPANY, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT LISTCO OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION AFFILIATE OF THE UNITSCOMPANY OR LISTCO OR ANY OF THEIR RESPECTIVE OFFICERS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersDIRECTORS OR REPRESENTATIVES.

Disclaimer of Warranties. Without waiving Xxxxxxx makes no representations or warranties with respect to any claim Lessee may have against any sellerprojections, supplier forecasts or manufacturerother forward-looking information provided to Partner, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, the JV Entity or the Company. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE VALUEREPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR XXXXXXX DISCLAIMS ALL OTHER DEFECT, WARRANTIES AND REPRESENTATIONS WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO TO THE TRANSFERRED ASSETS OR THE COMPANY EQUITY INTERESTS (INCLUDING ANY REPRESENTATIONS AND EACH OF LESSORWARRANTIES SET FORTH IN THE XXXXXXX ASSET ASSIGNMENT AGREEMENT OR THE XXXXXXX EQUITY ASSIGNMENT AGREEMENT, INDENTURE TRUSTEEWHICH ARE HEREBY SUPERSEDED). Each of the Company, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSthe JV Entity and Partner acknowledges that, except that Lessorfor the representations and warranties of Xxxxxxx set forth in ARTICLE V, neither Xxxxxxx nor any of its representatives or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts or summaries heretofore made available by Xxxxxxx or its representatives to Partner, the JV Entity or the Company or any other information which is not included in this Agreement, and, except as provided in ARTICLE XII (and without limiting the effect of Section 12.6(i)) , neither Xxxxxxx nor any of its individual capacityrepresentatives or any other Person will have or be subject to any liability to the Company, represents and warrants that on the Closing DateJV Entity, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) Partner, any Affiliate of the Participation Agreement. Lessee's delivery of Company, the JV Entity or Partner or any other Person (except as expressly set forth in a Lease Supplement shall be conclusive evidence as written agreement entered into between Lessee Xxxxxxx and Lessor that all Units described therein are in all such Person following the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim date hereof) resulting from (a) the distribution of any nature whatsoever against Lessor based on such information to, or use of any such information by, the Company, the JV Entity, Partner, any Affiliate of the Company, the JV Entity or Partner or any of their agents, consultants, accountants, counsel or other representatives or (b) any errors in or omissions from any such information. Each of the foregoing mattersCompany, the JV Entity and Partner acknowledges and agrees that it is not entitled to rely upon any representations or warranties or other statements of fact or opinion, other than the representations and warranties expressly set forth in this Agreement (or in any Xxxxxxx Ancillary Agreement (other than the Xxxxxxx Asset Assignment Agreement or the Xxxxxxx Equity Assignment Agreement), JV Entity Ancillary Agreement, Company Ancillary Agreement (other than the Xxxxxxx Asset Assignment Agreement or the Xxxxxxx Equity Assignment Agreement) or Partner Ancillary Agreement).

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER LESSOR AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION Lease Agreement (TRLI 2001-1B) OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Lease Term to assert and enforce, from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of each Unit against the manufacturers or any prior owner thereof; provided, however, that if at any time a Lease Event of Default shall have occurred and be continuing, at Lessor's option, such power of attorney shall terminate, and Lessor may assert and enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellermanufacturer, supplier vendor or manufacturercontractor, LESSEE ACKNOWLEDGES AND AGREES THAT THAT: (ia) EACH UNIT THE LEASED FACILITY IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, ; (iib) LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, PURPOSES; (iiic) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER THEREOF OR A DEALER IN OR VENDOR OF PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (vd) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS"HAS NOT MADE, "WHERE-IS" AND "OR DOES OR WILL NOT MAKE (i) ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO THE TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF ANY OR ALL FAULTS", OF THE LEASED FACILITY IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR ANY RESPECT OR IN ITS INDIVIDUAL CAPACITYCONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE OR ANY OTHER PERSON, INDENTURE TRUSTEEOR (ii) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY ALL OF THE MATERIAL LEASED FACILITY, IT BEING AGREED THAT, EXCEPT AS EXPRESSLY SPECIFIED HEREIN OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSIN THE OTHER LEASE DOCUMENTS, FREEDOM FROM PATENTALL RISKS ASSOCIATED WITH THE LEASED FACILITY, COPYRIGHT OR TRADEMARK INFRINGEMENTAS BETWEEN LESSOR AND LESSEE, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSSHALL BE BORNE SOLELY BY LESSEE. In no event shall Lessee have any recourse against Lessor for any defect in or exception to title to the Leased Facility, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title with respect to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that Lessor, the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of Member or the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersLenders.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturera. WITHOUT WAIVING ANY CLAIM THE LESSEE MAY HAVE AGAINST ANY MANUFACTURER, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT LESSOR IS NOT A SELLER, SUPPLIER OR THE MANUFACTURER OF THE PROPERTY (AS SUCH TERMS ARE DEFINED OR USED, AS THE CASE MAY BE, IN THE UNIFORM COMMERCIAL CODE) OR DEALER, NOR A SELLER’S OR A DEALER’S AGENT, ii) THE PROPERTY IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (iiiii) THE LESSEE HAS EXAMINED AND IS SATISFIED THAT EACH UNIT EVERY ITEM OF PROPERTY IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSE, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) THE LESSEE ACCEPTS THE PROPERTY AND EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS PART THEREOF “AS IS” AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED “WHERE IS”, V) THE LESSOR HAS NOT MADE AND (v) LESSOR LEASES DOES NOT MAKE, AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEHEREBY DISCLAIMS LIABILITY FOR, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS HEREBY WAIVES ALL RIGHTS AGAINST LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSRELATING TO, ANY AND ALL RIGHTSWARRANTIES, CLAIMSREPRESENTATIONS OR OBLIGATIONS WHATSOEVER, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS ARISING BY APPLICABLE LAW OR OTHERWISE, RELATING TO THE VALUEPROPERTY, USEOR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES, REPRESENTATIONS OR OBLIGATIONS AS TO: (1) THE DESCRIPTION, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF QUALITY OR AS TO THE TITLE OF ANY UNIT, THE QUALITY PERFORMANCE OF THE MATERIAL PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP THEREOF IN THE PROPERTY; (2) ITS MERCHANTABILITY OR CONFORMITY THEREOF FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE WHETHER OR NOT DISCLOSED TO SPECIFICATIONSLESSOR; (3) THE ABSENCE OF LATENT OR OTHER DEFECTS, FREEDOM FROM PATENT, COPYRIGHT WHETHER OR TRADEMARK INFRINGEMENT, NOT DISCOVERABLE (4) THE ABSENCE OF ANY LATENT INFRINGEMENT OF ANY PATENT, TRADEMARK OR OTHER DEFECT, WHETHER COPYRIGHT OR NOT DISCOVERABLE, OR AS TO THE LIKE; AND (5) THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORTORT. It is agreed that all such risks incident to the matters described in this Section 10a, INDENTURE TRUSTEEas between the Lessor and the Lessee are to be borne by the Lessee. If the Property or Software is not properly installed, ANY LOAN PARTICIPANTdoes not function as represented or warranted by original owner/seller/supplier/licensor, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSor is unsatisfactory for any reason, except that Lessee shall make any claim on account thereof solely against original owner/seller/supplier/licensor and shall nevertheless pay all sums payable under the Lease, Lessee hereby waiving the right to make any such claims against Lessor, in its individual capacity, represents and warrants that on the Closing Date, . Lessor shall have received whatever title not be liable to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lesseefor any loss, and Lessee will not assert any claim damage or expense of any kind or nature whatsoever against Lessor based on caused, directly or indirectly, by the Property or the use, possession or maintenance thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repair, service or adjustment, or by any interruption of the foregoing mattersservice or loss of use thereof (including without limitation, Lessee’s use of or right to use any Software) or for any loss of business howsoever caused.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY WRITTEN CERTIFICATE PROVIDED TO LESSEEBUYER AS CONTEMPLATED HEREIN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iiiA) NEITHER LESSOR SELLER, ITS AFFILIATES, NOR OWNER PARTICIPANT IS A MANUFACTURER ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR A DEALER IN PROPERTY REPRESENTATIVES MAKES OR HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF SUCH KIND ANY KIND, NATURE OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEDESCRIPTION, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS AND (B) SELLER (ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES AND ANY OF ITS OR ITS AFFILIATES’ OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PROJECTIONS OR FUTURE FINANCIAL OR OPERATIONAL PERFORMANCE OF THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF BUSINESS OR AS TO THE TITLE OF ANY UNITCONDITION, THE VALUE OR QUALITY OF THE MATERIAL BUSINESS OR THE PURCHASED ASSETS, INCLUDING, ANY WARRANTY OF TITLE, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS OF ANY ASSET FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSTHEREOF, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OTHER DEFECT, WHETHER PATENT. THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT OR NOT DISCOVERABLE, OR IN ANY WRITTEN CERTIFICATE PROVIDED TO BUYER AS CONTEMPLATED HEREIN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY ARE THE ONLY REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER WITH RESPECT TO THE ABSENCE ASSETS AND LIABILITIES OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTSELLER, THE POLICY PROVIDER BUSINESS, THE SUBJECT MATTER OF THIS AGREEMENT AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall TRANSACTIONS CONTEMPLATED HEREBY BUYER SHALL RELY ON ITS OWN EXAMINATIONS AND INVESTIGATIONS THEREOF. Certain portions of this exhibit denoted by [*] have received whatever title been redacted pursuant to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided a request for confidential treatment that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of registrant has filed with the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersSEC.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOTHER THAN WITH RESPECT TO TITLE AND THE LIMITED WARRANTY SET FORTH IN SECTION 7, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR NO WARRANTY SHALL BE DEEMED PROVIDED BY ACS WITH RESPECT TO HAVE MADEPART(S) SOLD HEREUNDER, AND EACH PART(S) SOLD HEREUNDER, AND EACH PART(S) SOLD TO CUSTOMER IS SOLD IN AN “AS IS, WHERE IS” CONDITION WITH ALL ASSIGNABLE WARRANTIES FROM THE LAST OPERATOR OR REPAIR FACILITY (IF SUCH WARRANTIES EXIST), AND THE OBLIGATIONS AND LIABILITY OF ACS HEREUNDER ARE EXPRESSLY DISCLAIMSIN LIEU OF ALL OTHER WARRANTIES, AND CUSTOMER HEREBY WAIVES AND RELEASES ACS FROM ANY AND ALL RIGHTSOTHER WARRANTIES, CLAIMSAGREEMENTS, WARRANTIES GUARANTESS, CONDITIONS, OBLIGATIONS, DUTIES, REPRESENTATIONS, REMEDIES OR REPRESENTATIONS EITHER LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUEANY PART(S), ARISING IN CONTRACT, OR IN TORT, WHETHER UNDER THEORIES OF NEGLIGENCE, STRICT NEGLIGENCE OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE, CONDITION(2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, FITNESS COURSE OF DEALING OR USAGE OF TRADE, AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, FOR LOSS OF USE OR DAMAGE TO ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF ENGINE OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT AIRCRAFT OR ANY OTHER EXPRESS SUCH PROPERTY FOR LIABILITY OF CUSTOMER TO ANY THIRD PARTTY OR IMPLIED REPRESENTATION FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR WARRANTY CONSEQUENTIAL DAMAGES WHATSOEVER WITH RESPECT THERETO TO ANY PART(S) SOLD HEREUNDER, EXCEPT IN THE CASE OF ACS’S WILLFUL MISCONDUCT. THIS DISCLAIMER SHALL NOT BE MODIFIED EXCEPT BY WRITTEN AGREEMENT SIGNED ON BEHALF OF ACS AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersCUSTOMER BY THEIR DULY AUTHORIZED RESPRESENTATIVES.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR BENEFICIARY HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO MADE AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL NOT BE DEEMED TO HAVE MADE, BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE, AND EACH EXPRESSLY LESSOR HEREBY DISCLAIMS, ANY AND ALL RIGHTSREPRESENTATION OR WARRANTY, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSECOMPLIANCE WITH SPECIFICATIONS, DURABILITY, RELIABILITY, DESIGN, OPERATION, MERCHANTABILITY THEREOF MERCHANTABILITY, OR FITNESS FOR USE OR PARTICULAR PURPOSE OF THE AIRCRAFT, OR ANY PART THEREOF, AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE QUALITY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, OR ANY PART THEREOF, OR AS TO ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT THERETO AND EACH OF LESSORTO THE AIRCRAFT, INDENTURE TRUSTEEOR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY LOAN PARTICIPANTLIABILITY IN CONTRACT, THE POLICY PROVIDER TORT, OBLIGATION OR LIABILITY ARISING FROM NEGLIGENCE, STRICT LIABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OR TRADE, OR LOSS OR INTERRUPTION OF USE, PROFIT, OR BUSINESS, OR OTHER CONSEQUENTIAL DAMAGES; AND OWNER PARTICIPANT EXPRESSLY LESSEE HEREBY WAIVES, RELEASES, RENOUNCES, AND DISCLAIMS SELECTION EXPECTATION OF THE UNITSOR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. As an exception to the foregoing, except that Lessor, in its individual capacity, LESSOR represents and warrants that that, on the Closing Effective Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.:

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller(a) EXCEPT AS OTHERWISE PROVIDED HEREIN, supplier or manufacturerALL SERVICES PROVIDED IN CONNECTION WITH THE HIE, LESSEE ACKNOWLEDGES THE WVDIRECT SERVICE, THE WV e- DIRECTIVE REGISTRY, AND AGREES THAT ALL PHI PROVIDED THROUGH THE HIE AND THESE SERVICES, RESPECTIVELY, ARE PROVIDED “AS IS,” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WVHIN, CRISP, AND THEIR BUSINESS ASSOCIATE SUBCONTRACTORS EACH DISCLAIM ANY WARRANTY OR WARRANTIES, EXPRESS OR IMPLIED (OTHER THAN THE WARRANTIES INCLUDED HEREIN), INCLUDING, BUT NOT LIMITED TO: (i) EACH UNIT IS OF MERCHANTABILITY OR FITNESS FOR A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, PARTICULAR PURPOSE; (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES THE HIE, THE WVDIRECT SERVICE, THE WV e- DIRECTIVE REGISTRY, AND LESSEE HAS ACCEPTED EACH UNITALL PHI PROVIDED THROUGH THE HIE AND THESE SERVICES, RESPECTIVELY, WILL PERFORM IN A MANNER THAT IS, OR WILL BE, ERROR-FREE; (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER THAT THE AVAILABILITY OF THE HIE AND THE OTHER SERVICES WILL BE UNINTERRUPTED OR A DEALER IN PROPERTY OF SUCH KIND THAT ALL ERRORS OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, INTERRUPTIONS WILL BE CORRECTED; AND/OR (iv) EACH UNIT THAT THE HIE AND THE OTHER SERVICES WILL ENABLE THE PARTICIPANT TO COMPLY WITH ANY GOVERNMENTAL OR THIRD PARTY AGREEMENTS OR TO QUALIFY FOR ANY GOVERNMENTAL OR THIRD PARTY INCENTIVES RELATED TO ELECTRONIC HEALTH CARE RECORDS, INCLUDING BUT NOT LIMITED TO “MEANINGFUL USE” OR ANY SUCCESSOR PROGRAMS UNDER FEDERAL LAW. THE FOREGOING IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS"FOR THE BENEFIT OF WVHIN, "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BECRISP, AND LESSEE ACKNOWLEDGES THAT NONE ANY OF LESSOR, AS LESSOR THEIR THIRD PARTY BUSINESS ASSOCIATE SUBCONTRACTORS. NO ADVICE OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECTINFORMATION, WHETHER ORAL OR NOT DISCOVERABLEWRITTEN, OBTAINED FROM WVHIN, CRISP, OR AS TO THE ABSENCE OF ELSEWHERE WILL CREATE ANY OBLIGATIONS BASED ON STRICT LIABILITY WARRANTY UNLESS EXPRESSLY INCLUDED IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 2 AND SECTION 6.3 OR EXCEPT AS OTHERWISE STATED HEREIN, supplier or manufacturerNO EDAP PARTY, LESSEE ACKNOWLEDGES AND AGREES THAT ANY OF THEIR RESPECTIVE AFFILIATES, THIRD-PARTY VENDORS, CONTRACTORS, OR TECHNOLOGY SUPPLIERS, OR ANY OF THE FOREGOING PERSONS’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY TO HT PROSTATE OR ANY OTHER PERSON AS TO THE ABLATHERM, ABLAPAK, OR ANY ABLATHERM RELATED DEVICE OR ANY CONSUMABLE RELATED THERETO (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS"INCLUDING, IN WHATEVER CONDITION IT MAY BEEACH CASE, ANY SOFTWARE THEREIN OR USED IN CONNECTION THEREWITH), WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, OR ANY WARRANTY REGARDING THE USE OF OR INABILITY TO USE, OR THE RESULTS OF, THE ABLATHERM, ABLAPAK, ANY ABLATHERM RELATED DEVICE AND ANY CONSUMABLE RELATED THERETO (INCLUDING, IN EACH CASE, ANY SOFTWARE THEREIN OR USED IN CONNECTION THEREWITH) OR ANY WARRANTY THAT THEY WILL CONFORM TO ANY DESCRIPTION THEREOF, BE FREE OF ERRORS OR DEFECTS OR PERFORM ANY DESIRED OPERATIONS OR FUNCTIONS. HT PROSTATE AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR AS EXPRESSLY SET FORTH IN SECTION 2 AND SECTION 6.3, THE ABLATHERM, ABLAPAK, OR ANY ABLATHERM RELATED DEVICE OR ANY CONSUMABLE RELATED THERETO (INCLUDING, IN EACH CASE, ANY SOFDTWARE THEREIN OR USED IN CONNECTION THEREWITH) ARE PROVIDED ON AN “AS IS” BASIS AT HT PROSTATE’S SOLE RISK. FURTHER, WITHOUT LIMITING THE WARRANTIES EXPRESSELY STATED HEREIN, EACH EDAP PARTY EXPRESSLY DISCLAIMS, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSHT PROSTATE WAIVES, ANY AND ALL RIGHTSIMPLIED WARRANTIES, CLAIMSINCLUDING WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, MERCHANTABILITY AND FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. (a) Without waiving any claim Lessee the Sublessee may have against any seller, supplier or manufacturer, LESSEE vendor or contractor, or any claims that the Sublessee or any of its Affiliates may have pursuant to the MISPA, THE SUBLESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE SUBLESSOR THAT (i) THE FACILITY AND EACH UNIT COMPONENT THEREOF IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEETHE SUBLESSEE, (ii) LESSEE THE SUBLESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT COMPONENT THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT THE SUBLESSOR IS NOT A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE FACILITY IS LEASED SUBLEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC SUBLEASE TERM AND THE RENEWAL SUBLEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY SUBLEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE SUBLESSOR AND (v) LESSOR LEASES THE SUBLESSOR SUBLEASES FOR THE BASIC SUBLEASE TERM AND LESSEE THE RENEWAL SUBLEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE SUBLESSEE TAKES EACH UNIT "THE FACILITY UNDER THIS FACILITY SUBLEASE “AS-IS"”, "“WHERE-IS" ” AND "“WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE”, AND LESSEE THE SUBLESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT SUBLESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORTHERETO. It is agreed that all such risks, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that as between the Sublessor on the Closing Dateone hand and the Sublessee on the other hand are to be borne by the Sublessee with respect to acts, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that occurrences or omissions during the foregoing disclaimer in clause (v) Facility Sublease Term. The Sublessor shall not extend have any responsibility or liability to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory Sublessee or any other Person with respect to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the following occurring during the Facility Sublease Term: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (y) the use, operation or performance of the Facility or any Component thereof or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component thereof. The provisions of this paragraph (a) of this Section 4.1 have been negotiated, and, except for the representations and warranties set forth in Section 2.3(a) hereof and the MISPA, the foregoing mattersprovisions are intended to be a complete exclusion and negation of any representations or warranties of the Sublessor, express or implied, with respect to the Facility or any Component thereof that may arise pursuant to any Applicable Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerPURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE ASSETS (INCLUDING, supplier or manufacturerBUT NOT LIMITED TO, LESSEE ACKNOWLEDGES THE PHYSICAL AND AGREES ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, EXCEPT TO THE EXTENT OF SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i) SHALL ASSUME THE RISK THAT (iADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. EXCEPT TO THE EXTENT OF SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i) EACH UNIT IS OF A SIZESELLER SHALL SELL AND CONVEY TO PURCHASER, DESIGNAND PURCHASER SHALL ACCEPT, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT ASSETS "AS-AS IS", "WHERE-WHERE IS" ", AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMSTHERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ASSETS BY SELLER OR ANY THIRD PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT OF SELLER'S EXPRESS REPRESENTATIONS EITHER AND WARRANTIES CONTAINED HEREIN, AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i) SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED, AS TO IMPLIED WARRANTY OF SUITABILITY OR FITNESS OF ANY OF THE VALUE, USE, CONDITION, FITNESS ASSETS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE MERCHANTABILITY, ENVIRONMENTAL CONDITION, TITLE, VALUE, QUALITY, QUANTITY, CONDITION OR SALABILITY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSASSETS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation AgreementOR AS TO THE PRESENCE ON OR ABSENCE FROM THE ASSETS OF ANY HAZARDOUS MATERIAL. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHE TERMS AND CONDITIONS OF THIS SECTION 10.11 SHALL SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE ASSETS ON THE CLOSING DATE WITHOUT REGARD TO ANY GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i).

Disclaimer of Warranties. (a) Without waiving any claim the Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR, THE OWNER TRUSTEE, THE OWNER PARTICIPANT, THE INDENTURE TRUSTEE AND THE PASS THROUGH TRUSTEE THAT (i) THE FACILITY AND EACH UNIT COMPONENT THEREOF IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (ii) THE LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT COMPONENT THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER LESSOR NOR NONE OF THE OWNER LESSOR, THE OWNER TRUSTEE, OR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE FACILITY IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE LESSEE TAKES EACH UNIT THE FACILITY UNDER THIS FACILITY LEASE "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND THE LESSEE ACKNOWLEDGES THAT NONE OF THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE THE OWNER TRUSTEE, ANY LOAN THE OWNER PARTICIPANT, THE POLICY PROVIDER INDENTURE TRUSTEE OR THE OWNER PARTICIPANT PASS THROUGH TRUSTEE MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Facility will be free of LessorOwner Trustee's Liens attributable to Lessor the Owner Lessor. It is agreed that all such risks, as between the Owner Lessor, the Owner Trustee, the Equity Investor and provided that the foregoing disclaimer in clause (v) shall not extend Owner Participant on the one hand and the Lessee on the other hand are to be borne by the Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. None of the Owner Lessor, the Owner Trustee, the Owner Participant's representation , the Indenture Trustee or the Pass Through Trustee shall have any responsibility or liability to the Lessee or any other Person with respect to any of the following occurring during the Facility Lease Term: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (y) the use, operation or performance of the Facility or any Component thereof or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component thereof. The provisions of this paragraph (a) of this Section 4.1 have been negotiated, and, except to the extent otherwise expressly stated herein or in Sections 3.2(f) and warranty contained in Section 3.5(e3.4(f) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all , the foregoing respects satisfactory provisions are intended to Lessee, be a complete exclusion and Lessee will not assert any claim negation of any nature whatsoever against Lessor based on any representations or warranties of the foregoing mattersOwner Lessor and the Owner Participant, express or implied, with respect to the Facility or any Component thereof that may arise pursuant to any Applicable Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEANY KIND, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH HEREBY EXPRESSLY DISCLAIMS, DISCLAIMS ANY AND ALL RIGHTSWARRANTIES OF ANY KIND OR NATURE, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER WHETHER EXPRESS OR IMPLIED, RELATING TO THE OXIS PATENTS, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PRACTICE OF THE OXIS PATENTS, OR THE MANUFACTURE, USE OR SALE OF A PRODUCT DISCOVERED OR IDENTIFIED THROUGH THE USE OF THE OXIS PATENTS, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF THIRD PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY EXPRESSLY DOES NOT WARRANT THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE, OF THE TECHNOLOGY COVERED UNDER THE OXIS PATENTS. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS EITHER A WARRANTY OR REPRESENTATION BY EITHER PARTY AS TO THE VALUE, USE, CONDITION, FITNESS FOR VALIDITY OR SCOPE OF ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OXIS PATENT. NEITHER PARTY ASSUMES ANY LIABILITY IN RESPECT OF ANY INFRINGEMENT OF ANY OXIS PATENT OR AS OTHER RIGHT OF THIRD PARTIES DUE TO THE TITLE ACTIVITIES OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersEITHER PARTY UNDER THIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerLESSOR IS NOT A SELLER, supplier or manufacturerSUPPLIER OR MANUFACTURER (AS SUCH TERMS ARE DEFINED OR USED, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF AS THE CASE MAY BE, IN THE UNIFORM COMMERCIAL CODE), OR DEALER, NOR A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER SELLER'S OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED DEALER'S AGENT. THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT EQUIPMENT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-AS IS", "WHERE-IS" AND "WITH ALL FAULTS"LESSOR HAS NOT MADE, IN WHATEVER CONDITION IT MAY BEAND HEREBY DISCLAIMS LIABILITY FOR, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS HEREBY WAIVES ALL RIGHTS AGAINST LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSRELATING TO, ANY AND ALL RIGHTSWARRANTIES, CLAIMSREPRESENTATIONS OR OBLIGATIONS OFANY KIND WITH RESPECT TO THE EQUIPMENT, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING ANY OF THE SAME RELATING TO OR ARISING IN OR UNDER (a) MERCHANTABILITY OR FITNESS FOR PAR77CULAR USE OR PURPOSE, (b) COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE, OR (c) TORT (WHETHER OR NOT ARISING FROM THE ACTUAL, IMPLIED OR IMPUTED NEGLIGENCE OF LESSOR OR STRICT LIABILITY) OR THE UNIFORM COMMERCIAL CODE (INCLUDING ARTICLE 2A, AS HEREINAFTER DEFINED) OR OTHER APPLICABLE LAWWITH RESPECT TO THE VALUEEQUIPMENT, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF INCLUDING ITS TITLE OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSFREEDOM FROM LIENS, FREEDOM FROM PATENTTRADEMARK, PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY FREEDOM FROM LATENT OR OTHER DEFECT, DEFECTS (WHETHER OR NOT DISCOVERABLE), CONDITION, MANUFACTURE, DESIGN, SERVICING OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER COMPLIANCE WITH RESPECT THERETO AND EACH OF LESSORAPPLICABLE LAW; it being agreed that all such risks, INDENTURE TRUSTEEas between Lessor and Lessee, ANY LOAN PARTICIPANTare to be borne by Lessee; and Lessor's agreement to enter into this Lease and any Equipment Schedule is in reliance upon the freedom from and complete negation of liability or responsibility for the matters waived and disclaimed herein. Lessor is not responsible for any direct, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSindirect, except incidental or consequential damage to or losses resulting from the installation, operation or use of the Equipment or any products manufactured thereby. All assignable warranties made by the Supplier to Lessor are hereby assigned to Lessee for and during the term of this Lease and Lessee agrees to resolve all such claims directly with the Supplier. Provided that Lessorno Default or Event of Default has occurred and is then continuing, Lessor fully shall cooperate with Lessee with respect to the resolution of such claims, in its individual capacity, represents good faith and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessorappropriate proceedings at Lessee's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) expense. Any such claim shall not extend affect in any manner the unconditional obligation of Lessee to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersmake rent payments hereunder.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITYANY OTHER DOCUMENT, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTCERTIFICATE OR OTHER INSTRUMENT DELIVERED OR TO BE DELIVERED BY OR ON BEHALF OF THE COMPANY PURSUANT TO THIS AGREEMENT, THE POLICY PROVIDER OR COMPANY, PARENT AND NEWCO ACKNOWLEDGE AND AGREE THAT THE OWNER PARTICIPANT COMPANY MAKES NOR SHALL BE DEEMED TO HAVE MADENO WARRANTY, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY, AS TO THE VALUEBUSINESS OR THE ASSETS, USE, CONDITION, FITNESS FOR OR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLEPART THEREOF, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY OBLIGATIONS BASED DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUSINESS AND THE ASSETS ARE TO BE CONVEYED HEREUNDER “AS IS” AND “WHERE IS” ON STRICT LIABILITY THE CLOSING DATE, AND IN TORT THEIR THEN PRESENT CONDITION. PARENT AND NEWCO SHALL RELY UPON THEIR OWN EXAMINATION THEREOF. THE COMPANY FURTHER SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING PROJECTIONS OF REVENUES, SALES, EXPENSES OR ANY OTHER EXPRESS OR IMPLIED THE FUTURE PROFITABILITY OF THE BUSINESS AND THE COMPANY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH AS TO THE ACCURACY OR RELIABILITY OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersFORECASTS.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT PURCHASER IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN ACQUIRING THE PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-“AS IS", "WHERE-IS" AND "” WITH ALL FAULTS"FAULTS AND DEFECTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT, IN WHATEVER SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO THOSE CONCERNING (I) THE NATURE AND CONDITION IT MAY BE, OF THE PROPERTY AND LESSEE ACKNOWLEDGES THAT NONE THE SUITABILITY OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, PROPERTY FOR ANY AND ALL RIGHTSACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, CLAIMS(II) THE MANNER, WARRANTIES CONSTRUCTION, CONDITION AND STATE OF REPAIR OR REPRESENTATIONS EITHER LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, (III) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASES, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE, (IV) THE ACCURACY OF ANY INFORMATION PROVIDED TO PURCHASER, AND (V) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY, IT BEING SPECIFICALLY UNDERSTOOD THAT PURCHASER SHALL HAVE THE FULL OPPORTUNITY DURING THE INSPECTION PERIOD TO DETERMINE FOR ITSELF THE CONDITION OF THE PROPERTY. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE VALUEOR ARISING BY OPERATION OF LAW, USEINCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITIMPROVEMENTS, THE QUALITY PERSONALTY, OR SOIL, WATER, AIR OR OTHER ENVIRONMENTAL CONDITIONS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER IS PURCHASING THE PROPERTY BASED SOLELY UPON PURCHASER’S OWN INDEPENDENT INVESTIGATIONS AND FINDINGS AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersPROPERTY.

Disclaimer of Warranties. (a) Without waiving any claim the Facility Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR AND THE OWNER PARTICIPANT THAT (i) THE FACILITY AND EACH UNIT IS COMPONENT ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT IS COMPONENT ARE SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS REQUIREMENTS OF LAW NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE FACILITY LESSEE TAKES EACH UNIT THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE "AS-IS", ," "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, ," AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF NEITHER THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Undivided Interest will be free of Lessor's Liens attributable to Owner Lessor Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer in clause (v) Owner Participant on the one hand and the Facility Lessee on the other hand are to be borne by the Facility Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. Neither the Owner Lessor nor the Owner Participant shall not extend have any responsibility or liability to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Facility Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory or any other Person with respect to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the following: (w) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (x) the use, operation or performance of the Facility, any Component or any risks relating thereto; (y) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component; or (z) a Lessor Section 467 Loan Balance to the extent of the reduction in the Facility Lessee's obligation to pay Termination Value pursuant to operation of law. The provisions of this paragraph (a) of this Section 4.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing mattersprovisions are intended to be a complete exclusion and negation of any representations or warranties of the Owner Lessor, express or implied, with respect to the Facility, any Component or the Undivided Interest that may arise pursuant to any Requirement of Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. (a) Without waiving any claim the Facility Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR AND THE OWNER PARTICIPANT THAT (i) THE FACILITY AND EACH UNIT IS COMPONENT ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT IS COMPONENT ARE SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS REQUIREMENTS OF LAW NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE FACILITY LESSEE TAKES EACH UNIT THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE "AS-IS", ," "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, ," AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF NEITHER THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM XXXXXXXXX FACILITY LEASE (L1) ----------------------------- PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Undivided Interest will be free of Lessor's Liens attributable to Owner Lessor Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer in clause (v) Owner Participant on the one hand and the Facility Lessee on the other hand are to be borne by the Facility Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. Neither the Owner Lessor nor the Owner Participant shall not extend have any responsibility or liability to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Facility Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory or any other Person with respect to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the following: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (y) the use, operation or performance of the Facility, any Component or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component. The provisions of this paragraph (a) of this Section 4.1 have ----------- been negotiated, and, except to the extent otherwise expressly stated, the foregoing mattersprovisions are intended to be a complete exclusion and negation of any representations or warranties of the Owner Lessor, express or implied, with respect to the Facility, any Component or the Undivided Interest that may arise pursuant to any Requirement of Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT THAT, (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE TITLE, OF ANY UNITTHE EQUIPMENT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER LESSOR AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit the Equipment as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e3.6(e) of the Participation Agreement. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Lease Term to assert and enforce, from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of the Equipment against the manufacturers or any prior owner thereof; provided, however, that if at any time a Lease Event of Default shall have occurred and be continuing, at Lessor's option, such power of attorney shall terminate, and Lessor may assert and enforce, at Lessee's sole cost and expense, such claims and rights. Lessor shall have no responsibility or liability to Lessee or any other Person with respect to any of the following: (i) any liability, loss or damage caused or alleged to be caused directly or indirectly by any Unit, or by any of the commodities, items or materials from time to time contained therein, whether or not permitted by the terms hereof, or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (ii) the use, operation or performance of any Unit or any risks relating thereto; (iii) any interruption of service, loss of business or anticipated profits or consequential damages; or (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of any Unit. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerLESSEE AGREES AND ACKNOWLEDGES THAT ------------------------ ACCEPTANCE OF THE EQUIPMENT FOR LEASE SHALL CONSTITUTE LESSEE'S ACKNOWLEDGEMENT AND AGREEMENT THAT LESSEE HAS FULLY INSPECTED SUCH EQUIPMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE EQUIPMENT IS IN GOOD ORDER AND CONDITION AND IS OF A SIZETHE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) THAT LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES PURPOSE, THAT LESSOR IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF EQUIPMENT, THAT LESSOR HAS NOT SELECTED, MANUFACTURED OR SUPPLIED SUCH EQUIPMENT, THAT LESSOR HAS PURCHASED THE EQUIPMENT FROM VENDORS OF LESSEE'S CHOICE, AND LESSEE THAT LESSOR HAS ACCEPTED EACH UNITNOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER EXPRESS WARRANTY, IMPLIED WARRANTY, OR A DEALER COVENANT WHATSOEVER WITH RESPECT TO TITLE, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, SUITABILITY, OPERATION OR FITNESS OF THE EQUIPMENT IN PROPERTY ANY RESPECT OR IN CONNECTION WITH, OR FOR ANY PURPOSE OR USE OF SUCH LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEECHARACTER, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORTHERETO. Lessor shall, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor at Lessee's sole expense take all action reasonably requested by Lessee to make available to Lessee any rights of Lessor under any express or implied warranties of any manufacturer or vendor of the Equipment. The Lessee acknowledges and each Unit will be free agrees that neither the manufacturer, the supplier, nor any salesman, representative or other agent of the manufacturer or supplier, is an agent of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) . No salesman, representative or agent of the Participation Agreement. manufacturer or supplier is authorized to waive or alter any term or condition of this Equipment Leasing Agreement and no representation as to the Equipment or any other matter by the manufacturer or supplier shall in any way affect Lessee's delivery of a Lease Supplement shall be conclusive evidence duty to pay Rent and perform its other obligations as between Lessee and Lessor that all Units described therein are set forth in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersthis Equipment Leasing Agreement.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) THE EQUIPMENT AND EACH UNIT PART THEREOF IS OF A SIZE, DESIGN, CAPACITY CAPACITY, AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT THE EQUIPMENT AND EACH UNIT PART THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITRESPECTIVE PURPOSE, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MERCHANT, MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) THE EQUIPMENT AND EACH UNIT PART THEREOF IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND IN THE STATE AND CONDITION WHEN THE SAME FIRST BECAME SUBJECT TO TIES LEASE, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY LESSOR AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORTHE EQUIPMENT, AS LESSOR IS, WITHOUT WARRANTY OR IN ITS INDIVIDUAL CAPACITYREPRESENTATION, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO (A) THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEFITNESS, DESIGN, QUALITY, CAPACITY, WORKMANSHIP, OPERATION, AND MERCHANTABILITY THEREOF OF THE EQUIPMENT, (B) LESSOR'S TITLE THERETO, OR (C) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE, AND THE TITLE BENEFITS OF ANY UNITAND ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF LESSOR ARE HEREBY WAIVED BY LESSEE. Lessor is not responsible or liable for any direct, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSindirect, FREEDOM FROM PATENTincidental, COPYRIGHT OR TRADEMARK INFRINGEMENTor consequential damage to, THE ABSENCE OF ANY LATENT OR OTHER DEFECTor loss resulting from, WHETHER OR NOT DISCOVERABLEthe installation, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORoperation, INDENTURE TRUSTEEor use of the Equipment or any product manufactured thereby. Lessee's recourse for breach of any representation or warranty of the vendor or supplier is limited to such vendor or supplier. Lessee will be subrogated to Lessor's claims, ANY LOAN PARTICIPANTif any, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSagainst the manufacturer or supplier of the Equipment for breach of any warranty or representation and, except that Lessor, in its individual capacity, represents and warrants that on the Closing Dateupon written request from Lessee, Lessor shall have received whatever title to each Unit as was conveyed to Lessor take all reasonable action requested by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend enforce any such warranty, express or implied, applicable to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.Equipment, which is enforceable by Lessor in its own name, provided, however, that (a) Lessee is not in default and (b) Lessor shall not be obligated to resort to litigation to enforce any such warranty unless Lessee shall pay all expenses in connection therewith. Notwithstanding the foregoing, Lessee's obligations to pay the rentals or otherwise under this Lease shall be and are absolute and unconditional. All proceeds of any such warranty recovery from the manufacturer or supplier of the Equipment shall first be used to repair the affected Equipment

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS SET FORTH IN ARTICLE III OR IN THIS ARTICLE IV, supplier or manufacturerTHE PURCHASED ASSETS ARE BEING SOLD ON AN “AS IS”, LESSEE ACKNOWLEDGES “WHERE IS” BASIS AS OF THE CLOSING AND AGREES THAT (i) EACH UNIT IS IN THEIR CONDITION AS OF A SIZETHE CLOSING, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH “ALL FAULTS"” AND, EXCEPT AS SET FORTH IN WHATEVER CONDITION IT MAY BETHIS AGREEMENT, AND LESSEE ACKNOWLEDGES THAT ANY ANCILLARY AGREEMENT OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ANY OF THE FOREGOING NONE OF LESSORPARENT OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, AS LESSOR DIRECTORS, EMPLOYEES OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER REPRESENTATIVES MAKE OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSANY OTHER REPRESENTATION OR WARRANTY, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, INCLUDING WITH RESPECT TO THE VALUE, USE, CONDITION, (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN(B) THE OPERATION OF THE AGILITY BUSINESS BY THE BUYER AFTER THE CLOSING OR (C) THE PROBABLE SUCCESS OR PROFITABILITY OF THE AGILITY BUSINESS AFTER THE CLOSING. OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF PARENT SET FORTH IN ARTICLE IX, OPERATIONTHE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN ANY ANCILLARY AGREEMENT OR WITH RESPECT TO ANY CERTIFICATE DELIVERED BY PARENT OR ANY OF ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, MERCHANTABILITY THEREOF NONE OF PARENT OR AS ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TITLE OF PURCHASED ASSETS OR THE ASSUMED LIABILITIES, INCLUDING WITH RESPECT TO ANY UNITINFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE QUALITY BUYER, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE MATERIAL BUYER OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. ANY SUCH OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT IS HEREBY EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersDISCLAIMED.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE CLOSING CERTIFICATE REQUIRED BY SECTION 2.4(a)(i), supplier or manufacturerAND, LESSEE ACKNOWLEDGES IN THE DEEDS AND AGREES THAT (i) EACH UNIT IS IN THE LEASE ASSIGNMENTS, SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF A SIZETHIS AGREEMENT, DESIGNAND SELLER SHALL NOT, CAPACITY BY THE EXECUTION AND MANUFACTURE SELECTED BY DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND ACCEPTABLE TO LESSEEDELIVERED IN CONNECTION WITH THE CLOSING, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITMAKE ANY REPRESENTATION OR WARRANTY, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER EXPRESS OR A DEALER IN PROPERTY IMPLIED, OF SUCH ANY KIND OR HAS INSPECTED NATURE WHATSOEVER, WITH RESPECT TO THE UNITS PRIOR ASSETS, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE ASSETS (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. SELLER SHALL SELL AND CONVEY TO DELIVERY TO PURCHASER, AND ACCEPTANCE BY LESSEEPURCHASER SHALL ACCEPT, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT THE ASSETS "AS-AS IS", "WHERE-WHERE IS" ", AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMSTHERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS EITHER REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ASSETS BY SELLER OR ANY THIRD PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED, AS TO IMPLIED WARRANTY OF SUITABILITY OR FITNESS OF ANY OF THE VALUE, USE, CONDITION, FITNESS ASSETS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE MERCHANTABILITY, ENVIRONMENTAL CONDITION, TITLE, VALUE, QUALITY, QUANTITY, CONDITION OR SALABILITY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSASSETS, except that LessorOR AS TO THE PRESENCE ON OR ABSENCE FROM THE ASSETS OF ANY HAZARDOUS MATERIAL, in its individual capacityOR THAT THE USE OR SALE OF ANY OF THE ASSETS WILL NOT VIOLATE THE COPYRIGHT, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation AgreementTRADEMARK OR PATENT RIGHTS OF ANY PERSON. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersTHE TERMS AND CONDITIONS OF THIS SECTION 10.11 SHALL SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE ASSETS ON THE CLOSING DATE WITHOUT REGARD TO ANY GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller(a) THE LESSOR LEASES AND THE LESSEE TAKES THE VEHICLES “AS IS, supplier or manufacturerWHERE IS” AND “WITH ALL FAULTS,” IN WHATEVER CONDITION THEY MAY BE. THE LESSEE REPRESENTS, LESSEE WARRANTS, ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT VEHICLE IS OF A THE SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE OR ON BEHALF OF THE LESSEE, (ii) THE LESSEE IS SATISFIED THAT EACH UNIT VEHICLE IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iii) NEITHER THE LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OF OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEVEHICLES, (iv) EACH UNIT VEHICLE IS LEASED HEREUNDER IN THE STATE AND CONDITION WHEN THE SAME FIRST BECAME OR BECOMES SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT THIS LEASE, WITHOUT REPRESENTATION OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE WARRANTY OF ANY KIND BY THE LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEOR THE NOMINEE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USETITLE, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONDITION, DESIGN, OPERATION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT PATENT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT DEFECTS OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO FITNESS FOR USE OF THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT COMPONENT PARTS THEREOF OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT THERETO TO ANY VEHICLE OR THE FLEET, IT BEING AGREED THAT ALL RISKS INCIDENT TO THE FOREGOING SHALL BE BORNE BY THE LESSEE AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THAT NEITHER THE POLICY PROVIDER AND LESSOR NOR THE OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF NOR THE UNITS, NOMINEE SHALL HAVE ANY LIABILITY OR RESPONSIBILITY WITH RESPECT THERETO; except that Lessor, in its individual capacity, the Lessor represents and warrants that on the Closing each Funding Date, Lessor it shall have received whatever title ownership interest in each Vehicle being subjected to each Unit this Lease as was conveyed to Lessor by Lessee it on such Funding Date free and each Unit will be free clear of all Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation ’s Liens. Lease Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, THE LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE EXPRESSLY ACKNOWLEDGES THAT NONE THE LESSOR AND TRUSTEE, AS ASSIGNEE OF THE LESSOR, AS LESSOR NOT BEING THE VENDORS OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTCONTRACTORS OF THE {^} PROJECT, THE POLICY PROVIDER VENDOR'S AGENTS OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADECONTRACTOR'S AGENTS, AND EACH EXPRESSLY DISCLAIMSMAKE NO WARRANTY OR REPRESENTATION, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUETITLE TO, USE, CONDITIONMERCHANTABILITY, FITNESS FOR ANY PARTICULAR A PAR- TICULAR PURPOSE, DESIGNDESIGN OR CONDITION OF, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITQUALITY, THE QUALITY CAPACITY OF THE MATERIAL OR WORKMANSHIP THEREOF IN THE PROJECT OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, ANY WARRANTY THAT THE ABSENCE FACILITY WILL SATISFY THE REQUIREMENTS OF ANY LATENT LAW, RULE, SPECIFICATION OR OTHER DEFECTCONTRACT WHICH PROVIDES FOR SPECIFIC MACHINERY, WHETHER OPERATORS OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT SPECIAL METHODS OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO OF ANY KIND WHATSOEVER. It is agreed that all such risks, as among Lessor and the Lessee are to be borne by the Lessee at its sole risk and expense and the Lessee hereby agrees to look solely to {^} the Developer and any other contractor, vendor or supplier of the {^} Project for all such matters. THE LESSEE FURTHER EXPRESSLY ACKNOWLEDGES THAT THE LESSOR AND EACH TRUSTEE, AS ASSIGNEE OF THE LESSOR, INDENTURE MAKE NO PATENT WARRANTIES OR REPRESENTATIONS WHATSOEVER{^}, AND THAT LESSOR AND TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION AS ASSIGNEE OF THE UNITSLESSOR, except that LessorSHALL NOT BE LIABLE FOR ANY ACTUAL, in its individual capacityCONSEQUENTIAL, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersINDIRECT OR SPECIAL DAMAGES.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerLESSEE AGREES AND ACKNOWLEDGES THAT ACCEPTANCE OF THE EQUIPMENT FOR LEASE SHALL CONSTITUTE LESSEE'S ACKNOWLEDGEMENT AND AGREEMENT THAT LESSEE HAS FULLY INSPECTED SUCH EQUIPMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE EQUIPMENT IS IN GOOD ORDER AND CONDITION AND IS OF A SIZETHE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) THAT LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES PURPOSE, THAT NEITHER AGENT NOR ANY LESSOR PARTY IS ENGAGED IN THE SALE OR DISTRIBUTION OF EQUIPMENT, THAT NEITHER AGENT NOR ANY LESSOR PARTY HAS SELECTED, MANUFACTURED OR SUPPLIED SUCH EQUIPMENT, THAT AGENT HAS PURCHASED THE EQUIPMENT FROM VENDORS OF LESSEE'S CHOICE, AND LESSEE THAT NEITHER AGENT NOR ANY LESSOR PARTY HAS ACCEPTED EACH UNITMADE OR DOES HEREBY MAKE ANY REPRESENTATION, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER EXPRESS WARRANTY, IMPLIED WARRANTY, OR A DEALER COVENANT WHATSOEVER WITH RESPECT TO TITLE, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, SUITABILITY, OPERATION OR FITNESS OF THE EQUIPMENT IN PROPERTY ANY RESPECT OR IN CONNECTION WITH, OR FOR ANY PURPOSE OR USE OF SUCH LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEECHARACTER, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORTHERETO. Agent shall, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor at Lessee's sole expense take all action reasonably requested by Lessee and each Unit will be free to make available to Lessee any rights of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) Agent under any express or implied warranties of any manufacturer or vendor of the Participation AgreementEquipment. The Lessee acknowledges and agrees that neither the manufacturer, the supplier, nor any salesman, representative or other agent of the manufacturer or supplier, is an agent of Agent or any Lessor Party. No salesman, representative or agent of the manufacturer or supplier is authorized to waive or alter any term or condition of this Master Leasing Agreement and no representation as to the Equipment or any other matter by the manufacturer or supplier shall in any way affect Lessee's delivery of a Lease Supplement shall be conclusive evidence duty to pay Rent and perform its other obligations as between Lessee and Lessor that all Units described therein are set forth in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersthis Master Leasing Agreement.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN SECTION 10.1 OR SECTION 10.2, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER PARTY MAKES ANY REPRESENTATIONS OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEWARRANTIES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMSDISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, ANY AND ALL RIGHTSWHETHER EXPRESS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO STATUTORY OR OTHERWISE, INCLUDING: (a) CONCERNING THE SUCCESS OR POTENTIAL SUCCESS OF THE DEVELOPMENT, COMMERCIALIZATION, MARKETING OR SALE OF ANY PRODUCT IN THE FIELD; (b) THAT ANY PRODUCT MADE, USED, SOLD OR OTHERWISE DISPOSED OF UNDER THIS AGREEMENT IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, INDUSTRIAL DESIGN OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (c) REGARDING THE EFFECTIVENESS, VALUE, USESAFETY, CONDITIONNON-TOXICITY, PATENTABILITY, OR NON-INFRINGEMENT OF ANY PATENTED TECHNOLOGY, THE PRODUCTS OR ANY INFORMATION OR RESULTS PROVIDED BY EITHER PARTY PURSUANT TO THIS AGREEMENT; (d) THAT ANY PRODUCT WILL OBTAIN THE NECESSARY REGULATORY APPROVALS, AND/OR; (e) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY . EACH PARTY EXPLICITLY ACCEPTS ALL OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSSAME AS EXPERIMENTAL AND FOR DEVELOPMENT PURPOSES, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF AND WITHOUT ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, FROM THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersOTHER PARTY.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturera. WITHOUT WAIVING ANY CLAIM THE LESSEE MAY HAVE AGAINST ANY MANUFACTURER, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT LESSOR IS NOT A SELLER, SUPPLIER OR THE MANUFACTURER OF THE PROPERTY (AS SUCH TERMS ARE DEFINED OR USED, AS THE CASE MAY BE, IN THE UNIFORM COMMERCIAL CODE) OR DEALER, NOR A SELLERS OR A DEALER'S AGENT THEREIN, ii) THE PROPERTY IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (iiiii) THE LESSEE HAS EXAMINED AND IS SATISFIED THAT EACH UNIT EVERY ITEM OF PROPERTY IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSE, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) THE LESSEE ACCEPTS THE PROPERTY AND EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT PART THEREOF "AS-IS", "WHERE-AS IS" AND "WITH ALL FAULTSWHERE IS", IN WHATEVER CONDITION IT MAY BEv) THE LESSOR HAS NOT MADE AND DOES NOT MAKE, AND HEREBY DISCLAIMS LIABILITY FOR, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS HEREBY WAIVES ALL. RIGHTS AGAINST LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSRELATING TO, ANY AND ALL RIGHTSWARRANTIES, CLAIMSREPRESENTATIONS OR OBLIGATIONS WHATSOEVER, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS ARISING BY APPLICABLE LAW OR OTHERWISE, RELATING TO THE VALUEPROPERTY, USEOR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES, REPRESENTATIONS OR OBLIGATIONS AS TO: (1) THE DESCRIPTION, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF QUALITY OR AS TO THE TITLE OF ANY UNIT, THE QUALITY PERFORMANCE OF THE MATERIAL PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP THEREOF IN THE PROPERTY; (2) ITS MERCHANTABILITY OR CONFORMITY THEREOF FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE WHETHER OR NOT DISCLOSED TO SPECIFICATIONSLESSOR; (3) THE ABSENCE OF LATENT OR OTHER DEFECTS, FREEDOM FROM PATENT, COPYRIGHT WHETHER OR TRADEMARK INFRINGEMENT, NOT DISCOVERABLE (4) THE ABSENCE OF ANY LATENT INFRINGEMENT OF ANY PATENT, TRADEMARK OR OTHER DEFECT, WHETHER COPYRIGHT OR NOT DISCOVERABLE, OR AS TO THE LIKE; AND (5) THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT. It is agreed that all such risks incident to the matters described in this Section 10a, as between the Lessor and the Lessee are to be borne by the Lessee. If the Property or Software is not properly installed, does not function as represented or warranted by original owner/seller/supplier/licensor, or Is unsatisfactory for any reason, Lessee shall make any claim on account thereof solely against original owner/seller/supplier/licensor and shall nevertheless pay all sums payable under the Lease, Lessee hereby waiving the right to make any such claims against Lessor. Lessor shall not be liable to Lessee for any loss, damage or expense of any kind or nature caused, directly or indirectly, by the Property or the use, possession or maintenance thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repair, service or adjustment, or by any interruption of service or loss of use thereof (including without limitation, Lessee's use of or right to use any Software) or for any loss of business howsoever caused. b. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE LEASE, LESSOR SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LESSEE OR ANY THIRD PARTY, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER EXPRESS LEGAL THEORY, INCLUDING WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS, OR IMPLIED REPRESENTATION BENEFITS OF USE OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH LOSS OF LESSORBUSINESS, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION EVEN IF LESSOR IS APPRISED OF THE UNITSLIKEHOOD OF SUCH DAMAGES OCCURRING. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF ANY LEASE WHICH PROVIDES FOR A LIMITATION OF LIABILITY, except that LessorDISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, in its individual capacity, represents and warrants that IS INTENDED BY THE PARTIES TO BE SEVERABLE FROM ANY OTHER PROVISION AND IS A SEPARABLE AND INDEPENDENT ELEMENT OF RISK ALLOCATION AND IS INTENDED TO BE ENFORCED AS SUCH. x. Xxxxxx assigns to Lessee all assignable warranties on the Closing DateProperty, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of including without limitation any warranties described in Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement purchase contract, which assignment shall be conclusive evidence effective only (i) during the Base Period and any renewal period thereof; and (ii) so long as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim no Event of any nature whatsoever against Lessor based on any of the foregoing mattersDefault exists. SECTION 11.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE BORROWER ACKNOWLEDGES AND AGREES THAT (i) THE COLLATERAL AND EACH UNIT PART THEREOF IS OF A SIZE, DESIGN, CAPACITY CAPACITY, AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEEBORROWER, (ii) LESSEE BORROWER IS SATISFIED THAT THE COLLATERAL AND EACH UNIT PART THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITRESPECTIVE PURPOSE, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT LENDER IS NOT A MERCHANT, MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) THE COLLATERAL AND EACH UNIT PART THEREOF IS LEASED HEREUNDER ENCUMBERED HEREUNDER, SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND IN THE STATE AND CONDITION WHEN THE SAME FIRST BECAME SUBJECT TO THIS AGREEMENT, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY LENDER, AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR LENDER MAKES NO WARRANTY OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO THE VALUECOLLATERAL, USE, (A) THE CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEFITNESS, DESIGN, QUALITY, CAPACITY, WORKMANSHIP, OPERATION, AND MERCHANTABILITY THEREOF OR OF THE COLLATERAL, (B) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN LENDER AND BORROWER, ARE TO BE BORNE BY BORROWER, AND THE TITLE BENEFITS OF ANY UNITAND ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF LENDER ARE HEREBY WAIVED BY BORROWER. Lender is not responsible or liable for any direct, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSindirect, FREEDOM FROM PATENTincidental, COPYRIGHT OR TRADEMARK INFRINGEMENTor consequential damage to, THE ABSENCE OF ANY LATENT OR OTHER DEFECTor loss resulting from, WHETHER OR NOT DISCOVERABLEthe installation, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORoperation, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) or use of the Participation AgreementCollateral or any product manufactured thereby. LesseeBorrower's delivery recourse for breach of a Lease Supplement any representation or warranty of the vendor or supplier is limited to such vendor or supplier. Notwithstanding the foregoing, Borrower’s obligations to make payment or otherwise under this Agreement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, absolute and Lessee will not assert any claim unconditional. All proceeds of any nature whatsoever against Lessor based on any such warranty recovery from the manufacturer or supplier of the foregoing mattersCollateral shall first be used to repair the affected Collateral.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT acknowledges and agrees that (i) EACH UNIT IS OF A SIZEthe Property is of a size, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEEdesign and capacity selected by Lessee, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITLessor is neither a manufacturer nor a vendor of such Property and Lessor did not select the Property, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES THE PROPERTY AND EACH UNIT "PART THEREOF “AS-IS"” AND THAT LESSOR MAKES NO REPRESENTATION, "WHERE-IS" AND "WITH ALL FAULTS"WARRANTY OR COVENANT, IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEQUALITY, DURABILITY, VALUE, DESIGN, OPERATION, MERCHANTABILITY THEREOF SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN ANY RESPECT WHATSOEVER OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS INFRINGEMENT OR ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO THERETO, AND EACH HEREBY DISCLAIMS ANY SUCH WARRANTY. LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE A CLAIM AGAINST LESSOR FOR BREACH OF LESSORANY WARRANTY WHATSOEVER. IN NO EVENT SHALL LESSOR HAVE ANY OBLIGATION OR LIABILITY FOR, INDENTURE TRUSTEENOR SHALL LESSEE HAVE ANY REMEDY AGAINST LESSOR FOR ANY ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR OTHER CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE PROPERTY OR ANY LOAN PARTICIPANTDEFICIENCY OR DEFECT THEREOF OR THE INSTALLATION, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSOPERATION, except that MAINTENANCE OR REPAIR THEREOF OR THERETO. Lessee may have rights under the contract evidencing Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free ’s purchase of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersProperty from the contractor, manufacturer or vendor. Lessee is advised to contact such contractor, manufacturer or vendor of the Property for a description of any such rights. Lessor hereby assigns to Lessee during the term of any Lease, so long as no Event of Default has occurred hereunder and is continuing, for the sole purpose of prosecuting a claim, the benefits of any and all warranties, if any, expressed or implied with respect to the Property, running from the contractor, manufacturer or the vendor of the Property to Lessor or its assigns, to the extent assignable. Lessee, by its execution of each Schedule, acknowledges that it has received a copy of the contractor’s or manufacturer’s warranties for the applicable Property. Lessee’s sole remedy for the breach of any such contractor’s or manufacturer’s warranty shall be against the contractor or manufacturer of the Property, and not against Lessor or its assigns. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the manufacturer of the Property.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 10(A) AND ELSEWHERE IN THIS CONTRACT, supplier or manufacturer, LESSEE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE SALE OF THE LAND HEREUNDER IS OF A SIZEAND WILL BE MADE ON AN "AS IS, DESIGN, CAPACITY WHERE IS AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, " BASIS AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE SELLER HAS NOT MADE, DOES NOT MAKE AND EACH EXPRESSLY DISCLAIMS, SPECIFICALLY NEGATES AND DISCLAIMS ANY AND ALL RIGHTS, CLAIMSREPRESENTATIONS, WARRANTIES OR REPRESENTATIONS EITHER GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE VALUELAND, USEINCLUDING, CONDITIONWITHOUT LIMITATION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS (1) ENVIRONMENTAL MATTERS RELATING TO THE TITLE LAND OR ANY PORTION THEREOF, (2) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF ANY UNITWATER AND FAULTING, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, (3) WHETHER OR NOT DISCOVERABLEAND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (4) DRAINAGE, (5) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR AS SUSCEPTIBILITY TO LANDSLIDES, OR THE ABSENCE SUFFICIENCY OF ANY OBLIGATIONS BASED ON STRICT LIABILITY UNDERSCORING, (6) THE PRESENCE OF HAZARDOUS SUBSTANCES IN TORT OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (7) ANY OTHER EXPRESS MATTER AFFECTING THE STABILITY OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION INTEGRITY OF THE UNITSLAND, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause OR (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters8) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE LAND.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT THAT: (ia) EACH UNIT ITEM OF EQUIPMENT IS OF A SIZETYPE, DESIGN, CAPACITY QUALITY AND MANUFACTURE SELECTED BY AND LESSEE, ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS AND SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, LESSEE'S PURPOSES; (iiib) NEITHER LESSOR NOR OWNER PARTICIPANT IS A NOT THE MANUFACTURER OR A DEALER IN PROPERTY SUPPLIER OF SUCH KIND THE EQUIPMENT OR THE REPRESENTATIVE OF EITHER; (c) LESSOR IS NOT REQUIRED TO ENFORCE ANY MANUFACTURER'S WARRANTIES ON BEHALF OF ITSELF OR LESSEE; (d) LESSOR HAS NOT INSPECTED AND IS NOT OBLIGATED TO INSPECT THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, EQUIPMENT; (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (ve) LESSOR LEASES AND THE EQUIPMENT TO LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEAS IS WITHOUT WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORTHE LESSOR EXPRESSLY DISCLAIMS ANY WARRANTY, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO (i) THE VALUE, USETITLE, CONDITION, FITNESS FOR ANY USE FOR A PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO COMPLIANCE WITH ---------------------------------------- SPECIFICATIONS, FREEDOM FROM PATENTOPERATION OR MERCHANTABILITY THEREOF, COPYRIGHT OR TRADEMARK INFRINGEMENT, (ii) THE ABSENCE OF ANY LATENT --------------- OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLEDISCERNABLE, OR AS TO (iii) THE ABSENCE OF INFRINGEMENT OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT PATENT, TRADEMARK OR COPYRIGHT OR (iv) ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN THE LESSOR AND EACH OF LESSORTHE LESSEE, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, ARE TO BE BORNE BY THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersLESSEE.

Disclaimer of Warranties. Without waiving any claim Lessee ------------------------ may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT THAT, (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE EQUIPMENT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER LESSOR AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit the Equipment as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e3.6(e) of the Participation Agreement. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Lease Term to assert and enforce, from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of the Equipment against the manufacturers or any prior owner thereof; provided, however, that if at any time a Lease Event of Default shall have occurred and be continuing, at Lessor's option, such power of attorney shall terminate, and Lessor may assert and enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER PROVIDED IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-“AS IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE” CONDITION. SELLER MAKES NO REPRESENTATIONS WHATSOEVER, AND LESSEE ACKNOWLEDGES THAT NONE EXTENDS NO WARRANTIES OF LESSORANY KIND, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUEINCLUDING, USEBUT NOT LIMITED TO, CONDITION, WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS WITH RESPECT TO THE TITLE EQUIPMENT, ITS USE, OR DURATION OF USE. FURTHER, SELLER DOES NOT TRANSFER TO BUYER ANY UNITWARRANTY CLAIMS OR RIGHTS IT MAY HAVE RELATED TO THE EQUIPMENT AGAINST THIRD PARTIES. THE PURCHASED ASSETS ARE PROVIDED IN “AS IS” CONDITION. BUYER FURTHER ACKNOWLEDGES THAT THE PURCHASED ASSETS (i) WERE OR MAY HAVE BEEN USED FOR MANUFACTURING OPERATIONS OR RESEARCH AND DEVLOPMENT ACTIVITIES, (II) HAVE NOT BEEN CLEANED IN COMPLIANCE WITH ANY PARTICULAR INDUSTRY STANDARD, AND (III) MAY CONTAIN RESIDUE OF PHARMACEUTICAL PRODUCTS OR OTHER CHEMICAL CONSTITUENTS OR OTHER SUBSTANCES WHICH MAY OR MAY NOT ADVERSELY AFFECT THE QUALITY BUYER’S INTENDED USE OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED PURCHASED ASSETS; AND SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, TO ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersFOREGOING.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY TYPE AND MANUFACTURE MANUFACTURER SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE THAT LESSOR IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER THEREOF OR A DEALER THEREIN, NOR IS LESSOR AN AGENT OF A MANUFACTURER THEREOF NOR A DEALER THEREIN, THAT LESSEE LEASES THE EQUIPMENT AS-IS AND THAT LESSOR HAS NOT MADE AND DOES NOT HEREBY MAKE ANY AGREEMENT, REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY OR SUITABILITY OF THE EQUIPMENT IN PROPERTY ANY CONNECTION THEREWITH, OR FOR THE PURPOSES AND USES OF SUCH LESSEE OR ANY OTHER AGREEMENT, REPRESENTATION OR WARRANTY OF ANY KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEECHARACTER, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUEEQUIPMENT, USE, CONDITION, FITNESS IT BEING AGREED THAT ALL SUCH RISKS ARE TO BORNE BY LESSEE. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT LESSOR SHALL NOT ASSUME ANY LIABILITY FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER OF ANY KIND OR CHARACTER EXPRESS OR IMPLIED, WITH RESPECT THERETO AND EACH OF LESSORTO THE EQUIPMENT, INDENTURE TRUSTEE, MADE AT ANY LOAN PARTICIPANT, TIME BY THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersMANUFACTURER OR SUPPLIER THEREOF.

Disclaimer of Warranties. (a) Without waiving any claim the Facility Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR AND THE OWNER PARTICIPANT THAT (i) THE FACILITY AND EACH UNIT IS COMPONENT ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT IS COMPONENT ARE SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS REQUIREMENTS OF LAW NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE FACILITY LESSEE TAKES EACH UNIT THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE "AS-IS", ," "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, ," AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF NEITHER THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Undivided Interest will be free of Lessor's Liens attributable to Owner Lessor Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer in clause (v) Owner Participant on the one hand and the Facility Lessee on the other hand are to be borne by the Facility Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. Neither the Owner Lessor nor the Owner Participant shall not extend have any responsibility or liability to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Facility Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory or any other Person with respect to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the following: (w) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (x) the use, operation or performance of the Facility, any Component or any risks relating thereto; (y) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component; or (z) a Lessor Section 467 Loan Balance to the extent of the reduction in the Facility Lessee's obligation to pay Termination Value pursuant to operation of law. The provisions of this paragraph (a) of this SECTION 4.1 have been negotiated, and, except to the extent otherwise expressly stated, the foregoing mattersprovisions are intended to be a complete exclusion and negation of any representations or warranties of the Owner Lessor, express or implied, with respect to the Facility, any Component or the Undivided Interest that may arise pursuant to any Requirement of Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerLESSEE AGREES AND ACKNOWLEDGES THAT ACCEPTANCE OF THE EQUIPMENT FOR LEASE SHALL CONSTITUTE LESSEE'S ACKNOWLEDGEMENT AND AGREEMENT THAT LESSEE HAS FULLY INSPECTED SUCH EQUIPMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THE EQUIPMENT IS IN GOOD ORDER AND CONDITION AND IS OF A SIZETHE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) THAT LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES PURPOSE, THAT LESSOR IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF EQUIPMENT, THAT LESSOR HAS NOT SELECTED, MANUFACTURED OR SUPPLIED SUCH EQUIPMENT, THAT LESSOR HAS PURCHASED THE EQUIPMENT FROM VENDORS OF LESSEE'S CHOICE, AND LESSEE THAT LESSOR HAS ACCEPTED EACH UNITNOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER EXPRESS WARRANTY, IMPLIED WARRANTY, OR A DEALER COVENANT WHATSOEVER WITH RESPECT TO TITLE, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, SUITABILITY, OPERATION OR FITNESS OF THE EQUIPMENT IN PROPERTY ANY RESPECT OR IN CONNECTION WITH, OR FOR ANY PURPOSE OR USE OF SUCH LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEECHARACTER, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORTHERETO. Lessor shall, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor at Lessee's sole expense take all action reasonably requested by Lessee to make available to Lessee any rights of Lessor under any express or implied warranties of any manufacturer or vendor of the Equipment. The Lessee acknowledges and each Unit will be free agrees that neither the manufacturer, the supplier, nor any salesman, representative or other agent of the manufacturer or supplier, is an agent of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) . No salesman, representative or agent of the Participation Agreement. manufacturer or supplier is authorized to waive or alter any term or condition of this Master Leasing Agreement and no representation as to the Equipment or any other matter by the manufacturer or supplier shall in any way affect Lessee's delivery of a Lease Supplement shall be conclusive evidence duty to pay Rent and perform its other obligations as between Lessee and Lessor that all Units described therein are set forth in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersthis Master Leasing Agreement.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerLESSOR IS NOT A SELLER, supplier or manufacturerSUPPLIER OR MANUFACTURER (AS SUCH TERMS ARE DEFINED OR USED, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF AS THE CASE MAY BE, IN THE UNIFORM COMMERCIAL CODE), OR DEALER, NOR A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER SELLER'S OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED DEALER'S AGENT. THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT EQUIPMENT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-AS IS", "WHERE-IS" AND "WITH ALL FAULTS"LESSOR HAS NOT MADE, IN WHATEVER CONDITION IT MAY BEAND HEREBY DISCLAIMS LIABILITY FOR, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS HEREBY WAIVES ALL RIGHTS AGAINST LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSRELATING TO, ANY AND ALL RIGHTSWARRANTIES, CLAIMSREPRESENTATIONS OR OBLIGATIONS OF ANY KIND WITH RESPECT TO THE EQUIPMENT, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING ANY OF THE SAME RELATING TO OR ARISING IN OR UNDER (a) MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE, (b) COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE OR (c) TORT (WHETHER OR NOT ARISING FROM THE ACTUAL, IMPLIED OR IMPUTED NEGLIGENCE OF LESSOR OR STRICT LIABILITY) OR THE UNIFORM COMMERCIAL CODE (INCLUDING ARTICLE 2A, AS HEREINAFTER DEFINED; AND, WITHOUT LIMITING THE FOREGOING, INCLUDING, (i) ANY WARRANTIES CONTAINED IN " 2A-210, 2A-211, 2A-212 AND 2A-213, (ii) ANY RIGHT TO DEEM LESSOR IN DEFAULT PURSUANT THERETO, AND (iii) ALL OF LESSEE'S RIGHTS AND REMEDIES UNDER " 2A-508 THROUGH 2A-521) OR OTHER APPLICABLE LAW WITH RESPECT TO THE VALUEEQUIPMENT, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF INCLUDING ITS TITLE OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSFREEDOM FROM LIENS, FREEDOM FROM PATENTTRADEMARK, PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY FREEDOM FROM LATENT OR OTHER DEFECT, DEFECTS (WHETHER OR NOT DISCOVERABLE), CONDITION, MANUFACTURE, DESIGN, SERVICING OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER COMPLIANCE WITH RESPECT THERETO AND EACH OF LESSORAPPLICABLE LAW; it being agreed that all such risks, INDENTURE TRUSTEEas between Lessor and Lessee, ANY LOAN PARTICIPANTare to be borne by Lessee; and Lessor's agreement to enter into this Lease and any Schedule is in reliance upon the freedom from and complete negation of liability or responsibility for the matters waived and disclaimed herein. Lessor is not responsible for any direct, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSindirect, except incidental or consequential damage to or losses resulting from the installation, operation or use of the Equipment or any products manufactured thereby. All assignable warranties made by the Supplier to Lessor are hereby assigned to Lessee for and during the term of this Lease and Lessee agrees to resolve all such claims directly with the Supplier. Provided that Lessorno default or Default has occurred and is then continuing, Lessor fully shall cooperate with Lessee with respect to the resolution of such claims, in its individual capacity, represents good faith and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessorappropriate proceedings at Lessee's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) expense. Any such claim shall not extend affect in any manner the unconditional obligation of Lessee to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersmake rent payments hereunder.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellermanufacturer, supplier vendor or manufacturercontractor, LESSEE ACKNOWLEDGES AND AGREES THAT (ia) EACH UNIT THE PROPERTY IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (iib) LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iiic) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER THEREOF OR A DEALER IN OR VENDOR OF PROPERTY OF SUCH KIND KIND, AND (d) NONE OF LESSOR OR ANY INVESTOR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEMADE, OR DOES OR WILL MAKE, (ivi) EACH UNIT IS LEASED HEREUNDER SUBJECT ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO THE TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF ANY OR ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW OF THE PROPERTY IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR ANY RESPECT OR IN ITS INDIVIDUAL CAPACITYCONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE OR ANY OTHER PERSON, INDENTURE TRUSTEEOR (ii) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY ALL OF THE MATERIAL PROPERTY, IT BEING AGREED THAT, EXCEPT AS EXPRESSLY SPECIFIED HEREIN OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSIN THE OTHER OPERATIVE DOCUMENTS, FREEDOM FROM PATENTALL RISKS ASSOCIATED WITH THE PROPERTY, COPYRIGHT OR TRADEMARK INFRINGEMENTAS BETWEEN LESSOR AND INVESTORS, ON THE ABSENCE OF ANY LATENT OR ONE HAND, AND LESSEE, ON THE OTHER DEFECTHAND, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSSHALL BE BORNE SOLELY BY LESSEE. In no event shall Lessee have any recourse against Lessor for any defect in or exception to title to the Property, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed with respect to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that or the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersInvestors.

Disclaimer of Warranties. Without waiving The Lessee and Lessor agree that this Lease is a ------------------------ Finance Lease as defined in Uniform Commercial Code Article 2A--Leases. The Lessee also acknowledges that: (a) the Lessee has selected the Supplier and directed the Lessor to purchase the Equipment from the Supplier; (b) the Lessee has been informed in writing, before signing this Lease, that the Lessee is entitled under Article 2A to the promises and warranties, including those of any claim third party, provided to the Lessor by the Supplier in connection with or as part of the contract by which the Lessor acquired the Equipment; and (c) the Lessee may have against communicate with the Supplier and receive an accurate and complete statement of those promises and warranties, including any seller, supplier disclaimers and limitations thereof or manufacturer, of any remedies in connection therewith. LESSEE ACKNOWLEDGES HAS EXCLUSIVELY SELECTED AND AGREES THAT (i) EACH UNIT IS OF A SIZECHOSEN THE TYPE, DESIGN, CAPACITY CONFIGURATION, SPECIFICATION AND MANUFACTURE SELECTED BY QUALITY OF THE EQUIPMENT HEREIN LEASED AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORSUPPLIER THEREOF, AS SET FORTH IN THE SCHEDULES. LESSOR MAKES NO REPRESENTATION OR IN ITS INDIVIDUAL CAPACITYWARRANTY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE VALUECONDITION OF THE EQUIPMENT, USEITS MERCHANTABILITY OR ITS FITNESS, CONDITIONADAPTABILITY, FITNESS ANY IMPLIED WARRANTY OF QUIET ENJOYMENT OR NON-INTERFERENCE OR SUITABILITY FOR ANY PARTICULAR PURPOSE, DESIGNAND, OPERATIONLESSEE LEASES, MERCHANTABILITY THEREOF OR HIRES AND RENTS THE EQUIPMENT "AS TO THE TITLE OF ANY UNITIS." Lessee understands and agrees that neither Supplier, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSnor any agent of Supplier, FREEDOM FROM PATENTis an agent of Lessor or is in any manner authorized to waive or alter any term or condition of this Lease. Lessor shall not be liable for any loss or damage suffered by Lessee or by any other person or entity, COPYRIGHT OR TRADEMARK INFRINGEMENTdirect or indirect or consequential, THE ABSENCE OF ANY LATENT OR OTHER DEFECTincluding, WHETHER OR NOT DISCOVERABLEbut not limited to, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORbusiness interruption and injury to persons or property, INDENTURE TRUSTEEresulting from non-delivery or late delivery, ANY LOAN PARTICIPANTinstallation, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSfailure or faulty operation, except that condition, suitability or use of the Equipment leased by Lessee hereunder, or for any failure of any representations, warranties or covenants made by the Supplier. Any claims of Lessee shall not be made against Lessor but shall be made, if at all, solely and exclusively against Supplier, or any persons other than the Lessor. Lessor hereby authorizes Lessee to enforce during the term of this Lease, in its individual capacityname, represents but at Lessee's sole effort and warrants that on the Closing Dateexpense, Lessor shall all warranties, agreements or representations, if any, which may have received whatever title to each Unit as was conveyed been made by Supplier to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory or to Lessee, and Lessor hereby assigns to Lessee will not assert solely for the limited purpose of making and prosecuting any claim such claim, all rights which Lessor may have against Supplier for breach of any nature whatsoever against Lessor based on any of warranty or other representation respecting the foregoing mattersEquipment.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, THE LESSEE ACKNOWLEDGES THAT IT HAS HAD OPERATIONAL RESPONSIBILITY OF EACH OF THE AIRCRAFT PRIOR TO THE TERM WITHOUT INTERFERENCE BY THE LESSOR OR THE FINANCE LESSOR AND POSSESSION AND CONTROL OF THE AIRCRAFT DOCUMENTATION AND HAS CONDUCTED SUCH INSPECTIONS OF THE PHYSICAL CONDITION OF THE AIRCRAFT AS IT DEEMED APPROPRIATE AND HAS SATISFIED ITSELF CONCERNING THOSE MATTERS AND WITH THE AIRCRAFT DOCUMENTATION. AS SUCH, THE LESSEE AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AS BETWEEN THE LESSOR AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND THE LESSEE TAKES ACCEPTS EACH UNIT "OF THE AIRCRAFT AND EACH PART THEREOF “AS-IS", "” AND “WHERE-IS" ” AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF THE LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE CAPACITY OR AS OWNER TRUSTEE, THE FINANCE LESSOR OR ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEMADE ANY REPRESENTATION OR WARRANTY, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, DURABILITY, PURPOSE, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION, DESCRIPTION, PERFORMANCE, MERCHANTABILITY THEREOF OR FITNESS OR ELIGIBILITY OR SUITABILITY FOR USE OR PURPOSE OF ANY AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT, OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT AIRCRAFT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT PART THEREOF OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH AIRCRAFT OR ANY PART THEREOF, AND ANY RISKS WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSSHALL BE ASSUMED BY LESSEE, except that Lessorthe Trust Company, in its individual capacity, represents makes the representations, warranties and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer covenants set forth in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, Xxxxxx's Obligations. LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT THAT: LESSOR IS NOT THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT NOR A DEALER THEREIN; THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY CAPACITY, DESCRIPTION AND MANUFACTURE SELECTED BY AND ACCEPTABLE THE LESSEE; XXXXXX HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO LESSEE, (ii) ; LESSEE IS IS. SATISFIED THAT EACH UNIT THE EQUIPMENT IS SUITABLE AND FIT FOR ITS PURPOSES PURPOSES; AND LESSEE LESSOR HAS ACCEPTED EACH UNITNOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USEFITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS FOR ANY PARTICULAR PURPOSE, DESIGNTHE QUALITY OR CAPACITY OF THE MATERIALS IN THE EQUIPMENT OR WORKMANSHIP IN THE EQUIPMENT, OPERATION, MERCHANTABILITY THEREOF OR AS XXXXXX'S TITLE TO THE TITLE OF ANY UNITEQUIPMENT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NOR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH WHATSOEVER. LESSOR SHALL NOT BE-LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF LESSORANY KIND OR NATURE CAUSED, INDENTURE TRUSTEEDIRECTLY OR INDIRECTLY, BY ANY LOAN PARTICIPANTEQUIPMENT LEASED HEREUNDER OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION REPAIR, SERVICE OR ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS, SERVICE OR ADJUSTMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING ANY CONSEQUENTIAL DAMAGES AS THAT TERM IS USED IN THE UNITSUNIFORM COMMERCIAL CODE OR OTHERWISE. No defect or unfitness of the Equipment, except that Lessor, in its individual capacity, represents and warrants that nor any failure on the Closing Datepart of the manufacturer or the shipper of the Equipment to deliver the Equipment or any part thereof to Lessee, shall relieve Lessee of the obligation to pay Rental or any other obligation under this Lease. Lessor shall have received whatever title no obligation under this Lease in respect of the Equipment and shall have no obligation to each Unit install, erect, test, adjust or service the Equipment. Lessor agrees, so long as was conveyed there shall not have occurred or be continuing any Event of Default hereunder or event which with lapse of time or notice, or both, might become an Event of Default hereunder, that Lessor will permit Lessee to enforce in Xxxxxx's own name and at Xxxxxx's sole expense any supplier's or manufacturer's warranty or agreement in respect of the Equipment to the extent that such warranty or agreement is assignable. The parties agree that this Lease is a "Finance Lease" as defined in Article 2A of the Uniform Commercial Code. Lessee acknowledges either (a) that Lessee has reviewed and approved the purchase order, supply contract or purchase agreement ("Supply Contract") covering the Equipment purchased from the vendor or supplier thereof for lease to Lessee or (b) that Lessor has informed or advised Lessee in writing, either previously or by Lessee and each Unit will be free this Lease, of Lessor's Liens attributable to Lessor and provided the following: (i) the identity of the supplier/vendor; (ii) that the foregoing disclaimer Lessee may have rights under the Supply Contract; and (iii) that the Lessee may contact the supplier/vendor for a description of any such rights Lessee may have under the Supply Contract. -------------------------------------------------------------------------------- This Lease is subject to the terms and conditions set forth above and in clause (v) shall not extend to Owner Participant's representation Sections 5 through 17 printed on the reverse and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lesseesuccessive sides hereof, and Lessee will not assert any claim acknowledges and accepts the provisions thereof. XXXXXX ACKNOWLEDGES RECEIPT OF A SIGNED TRUE COPY OF THIS LEASE Accepted on September 22, 1995 Date June 23 1995 CHARTER FINANCIAL, INC. SMA VIDEO, Inc. --------------------------- (Lessee) (Signature of any nature whatsoever against Lessor based on any Proprietor or name of the foregoing mattersCorporation or Partnership) BY: /s/ BY: /s/ -------------------------------- ------------------------------------ Its VOT 3VTA:OTH% Its President -------------------------------- ------------------------------------ (Title of Officer) (If Corporation, President, Vice President or Treasurer should sign and give official title. If Partnership, state partner.)

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT THAT, (iI) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (iiII) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iiiIII) NEITHER LESSOR LESSOR, TRUST COMPANY NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (ivIV) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED HEREINAFTER ADOPTED, AND (vV) LESSOR LEASES AND LESSEE TAKES EACH UNIT "“AS-IS"”, "“WHERE-IS" ” AND "“WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE”, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE TRUST COMPANY NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE EQUIPMENT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, Trust Company represents and warrants that on the Closing Delivery Date, Lessor shall have received whatever title to each Unit the Equipment delivered on or prior to the Delivery Date as was conveyed to Lessor by Lessee Seller and each Unit will be free of Lessor's ’s Liens attributable to Trust Company. During the Lease Term so long as no Event of Default shall have occurred and be continuing, Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Lease Term to assert and enforce, from time to time, in the name and for the account of Lessor and provided that Lessee, as their interests may appear, but in all cases at the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation sole cost and warranty contained in Section 3.5(e) expense of Lessee, whatever claims and rights Lessor may have as owner of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all Equipment against the foregoing respects satisfactory to Lessee, and Lessee will not assert manufacturers or any claim of any nature whatsoever against Lessor based on any of the foregoing mattersprior owner thereof.

Disclaimer of Warranties. (a) Without waiving any claim the Facility Lessee may have against any seller, supplier or manufacturer, vendor or contractor, THE FACILITY LESSEE ACKNOWLEDGES AND AGREES SOLELY FOR THE BENEFIT OF THE OWNER LESSOR AND THE OWNER PARTICIPANT THAT (i) THE FACILITY AND EACH UNIT IS COMPONENT ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE FACILITY LESSEE, (ii) THE FACILITY LESSEE IS SATISFIED THAT THE FACILITY AND EACH UNIT IS COMPONENT ARE SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITTHEIR RESPECTIVE PURPOSES, (iii) NEITHER THE OWNER LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS REQUIREMENTS OF LAW NOW IN EFFECT OR HEREAFTER ADOPTED ADOPTED, INCLUDING (1) ZONING REGULATIONS, (2) ENVIRONMENTAL LAWS OR (3) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE OWNER LESSOR OR THE OWNER PARTICIPANT AND (v) THE OWNER LESSOR LEASES FOR THE BASIC LEASE TERM AND THE RENEWAL LEASE TERMS, IF ANY, SPECIFIED HEREIN AND THE FACILITY LESSEE TAKES EACH UNIT THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE "AS-IS", ," "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, ," AND THE FACILITY LESSEE ACKNOWLEDGES THAT NONE OF NEITHER THE OWNER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNITTHE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSTHERETO, except that Lessor, in its individual capacity, the Owner Lessor represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit the Undivided Interest will be free of Lessor's Liens attributable to Owner Lessor Liens. It is agreed that all such risks, as between the Owner Lessor and provided that the foregoing disclaimer in clause (v) Owner Participant on the one hand and the Facility Lessee on the other hand are to be borne by the Facility Lessee with respect to acts, occurrences or omissions during the Facility Lease Term. Neither the Owner Lessor nor the Owner Participant shall not extend have any responsibility or liability to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Facility Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory or any other Person with respect to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the following: (x) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (y) the use, operation or performance of the Facility, any Component or any risks relating thereto; or (z) the delivery, operation, servicing, maintenance, repair, improvement, replacement or decommissioning of the Facility or any Component. The provisions of this paragraph (a) of this Section 4.1 have ----------- been negotiated, and, except to the extent otherwise expressly stated, the foregoing mattersprovisions are intended to be a complete exclusion and negation of any representations or warranties of the Owner Lessor, express or implied, with respect to the Facility, any Component or the Undivided Interest that may arise pursuant to any Requirement of Law now or hereafter in effect, or otherwise.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerEXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, supplier or manufacturer, LESSEE ACKNOWLEDGES THE PARTIES ACKNOWLEDGE AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES AGREE THAT NONE OF LESSORTHE PARTIES HAS MADE, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEDOES NOT MAKE, AND EACH EXPRESSLY SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY AND ALL RIGHTSREPRESENTATIONS, CLAIMSWARRANTIES, WARRANTIES PROMISES, COVENANTS, AGREEMENTS OR REPRESENTATIONS EITHER EXPRESS GUARANTIES OF ANY KIND OR IMPLIEDCHARACTER WHATSOEVER, AS TO WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, USENATURE, CONDITIONQUALITY OR CONDITION OF THE ASSETS OWNED BY THE TRANSFERRED SUBSIDIARIES, FITNESS INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.THEREWITH,

Disclaimer of Warranties. Without waiving any claim that Lessor or Lessee may have against the Facility EPC Contractor, or any seller, supplier or manufacturermanufacturer of equipment with respect to the Facility, LESSEE REPRESENTS, WARRANTS, ACKNOWLEDGES AND AGREES THAT THAT, AS BETWEEN LESSEE AND LESSOR, AS OF THE LEASE COMMENCEMENT DATE AND THE EFFECTIVE DATE (iA) EACH UNIT THE FACILITY IS OF A THE SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, ; (iiB) LESSEE IS SATISFIED THAT THE SITE AND THE FACILITY (AND EACH UNIT IS PART THEREOF) ARE SUITABLE FOR ITS PURPOSES AND PURPOSES; (C) LESSEE HAS ACCEPTED EACH UNIT, IS IN THE BUSINESS OF LEASING ELECTRIC GENERATING SYSTEMS; (iiiD) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED KIND; AND (E) THE UNITS PRIOR TO DELIVERY TO FACILITY AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS THE SITE ARE LEASED HEREUNDER AND SUBJECT TO ALL APPLICABLE LAWS REQUIREMENTS OF LAW AND GOVERNMENTAL APPROVALS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES ARE IN THE STATE AND LESSEE TAKES EACH UNIT "AS-IS"CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME OR BECOMES SUBJECT TO THIS LEASE, "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE WITHOUT REPRESENTATION OR WARRANTY OF LESSOR, AS ANY KIND BY LESSOR OR IN ITS INDIVIDUAL CAPACITYANY PARTNER THEREOF, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, USE, CONDITION, MERCHANTABILITY OR SUITABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, CONDITION, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT THERETO TO THE SITE AND EACH OF LESSOR, INDENTURE TRUSTEE, THE FACILITY (OR ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSPART THEREOF), except that Lessor, in its individual capacity, Lessor hereby represents and warrants that on the Closing Date, Lessor Site and the Facility are and shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor Liens. Lessee agrees that, except as expressly provided herein, all risks incident to the matters discussed in the preceding sentence as between Lessor's Liens attributable , on the one hand, and Lessee, on the other, are to be borne by Lessee. Lessee hereby waives (to the extent permitted by Law) any right to perform obligations of Lessee under Article IV at the cost or expense of Lessor pursuant to any Law at any time in effect. The provisions of this paragraph have been negotiated and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and provided negation of any express or implied representations or warranties by Lessor with respect to the Facility and the Site that may arise pursuant to any Law or governmental regulation now or hereafter in effect or otherwise. Lessee has examined the Facility and the Site and has found it satisfactory for all purposes, and Lessee acknowledges that the foregoing disclaimer in clause (v) shall not extend Facility was constructed to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreementspecifications satisfactory to Lessee. Lessee's delivery of a Lease Supplement shall be conclusive evidence as As between Lessee and Lessor that Lessor, Lessee expressly assumes all Units described therein are in all risk and liability of and relating to the foregoing respects satisfactory nonperformance by any other party to Lessee, a Principal Project Agreement and Lessee will not assert any claim of any nature whatsoever against Lessor based on any failure of the foregoing mattersFacility to meet projected performance levels.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerLessor warrants that, supplier so long as no Default has occurred and is continuing, Lessor or manufacturerits assignee will not interfere with Lessee’s use and possession of the Equipment and Software. LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZEDIRECT OR INDIRECT, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE VALUEDESIGN, USECAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, CONFORMITY WITH ANY SPECIFICATIONS MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGNHIDDEN OR LATENT DEFECT, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENTINFRINGEMENT WITH RESPECT TO THE EQUIPMENT OR SOFTWARE. LESSEE ACKNOWLEDGES THAT (1) LESSEE SELECTED THE EQUIPMENT AND SOFTWARE WITHOUT RELIANCE ON LESSOR, (2) THE ABSENCE EQUIPMENT AND SOFTWARE ARE LEASED FROM LESSOR “AS-IS, WHERE-IS”, (3) NEITHER LESSOR NOR LESSOR’S ASSIGNEE IS THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT OR SOFTWARE OR THE REPRESENTATIVE OF EITHER, (4) NEITHER LESSOR NOR LESSOR’S ASSIGNEE IS REQUIRED TO ENFORCE ANY MANUFACTURER’S WARRANTIES ON BEHALF OF ITSELF OR OF LESSEE, (5) NEITHER LESSOR NOR LESSOR’S ASSIGNEE IS OBLIGATED TO INSPECT THE EQUIPMENT OR SOFTWARE, AND (6) NO TERM OR CONDITION OF ANY LATENT LEASE MAY BE ALTERED OR OTHER WAIVED BY ANY SALESMAN OR AGENT OF ANY SUPPLIER, NEITHER LESSOR NOR LESSOR’S ASSIGNEE SHALL BE LIABLE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR SOFTWARE OR BY ITS INADEQUACY OR BY ANY EQUIPMENT OR SOFTWARE DEFECT, OR ANY FAILURE TO PROVIDE MAINTENANCE SERVICES, WHETHER OR NOT DISCOVERABLELESSOR OR ITS ASSIGNEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, LOSS OR AS DAMAGE. NEITHER LESSOR NOR LESSOR’S ASSIGNEE SHALL HAVE ANY LIABILITY TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT LESSEE OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER PERSON WITH RESPECT THERETO AND EACH TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OF LESSOR: (1) THE USE, INDENTURE TRUSTEECONDITION, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OPERATION OR PERFORMANCE OF THE UNITSEQUIPMENT OR SOFTWARE; (2) ANY INTERRUPTION OF SERVICE, except that LessorLOSS OF BUSINESS OR ANTICIPATED PROFITS OR LOSS OF GOODWILL OR ANY INDIRECT, in its individual capacityINCIDENTAL, represents and warrants that on the Closing DateSPECIAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND WHICH ARE ATTRIBUTABLE TO THE EQUIPMENT OR SOFTWARE; OR (3) THE DELIVERY, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to LesseeSERVICING, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersMAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE EQUIPMENT OR SOFTWARE.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER LESSOR AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the Lease Term to assert and enforce, from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of each Unit against the manufacturers or any prior owner thereof; provided, however, that if at any time a Lease Event of Default shall have occurred and be continuing, at Lessor's option, such power of attorney shall terminate, and Lessor may assert and enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellermanufacturer, supplier vendor or manufacturercontractor, LESSEE ACKNOWLEDGES AND AGREES THAT THAT: (ia) EACH THE UNIT 2 FACILITY IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, ; (iib) LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, PURPOSES; (iiic) NEITHER LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER THEREOF OR A DEALER IN OR VENDOR OF PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (vd) LESSOR LEASES AND LESSEE TAKES EACH HAS NOT MADE, OR DOES OR WILL NOT MAKE (i) ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO THE TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF ANY OR ALL OF THE UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", 2 FACILITY IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR ANY RESPECT OR IN ITS INDIVIDUAL CAPACITYCONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE OR ANY OTHER PERSON, INDENTURE TRUSTEEOR (ii) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS WITH RESPECT TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY ALL OF THE MATERIAL UNIT 2 FACILITY, IT BEING AGREED THAT, EXCEPT AS EXPRESSLY SPECIFIED HEREIN OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSIN THE OTHER LEASE DOCUMENTS, FREEDOM FROM PATENTALL RISKS ASSOCIATED WITH THE UNIT 2 FACILITY, COPYRIGHT OR TRADEMARK INFRINGEMENTAS BETWEEN LESSOR AND LESSEE, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSSHALL BE BORNE SOLELY BY LESSEE. In no event shall Lessee have any recourse against Lessor for any defect in or exception to title to the Unit 2 Facility, except that with respect to Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's ’s Liens attributable to Lessor and provided that Lessor, the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of Member or the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersLenders.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE IT HAS SELECTED BOTH THE EQUIPMENT AND EVERY MANUFACTURER AND OTHER VENDOR OF THE EQUIPMENT, THAT LESSEE HAS NOT RELIED UPON LESSOR FOR SUCH SELECTION AND THAT LESSEE HAS A COPY OF THE PURCHASE CONTRACT(S) FOR LESSOR, AS 'S PURCHASE OF THE EQUIPMENT. LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR ------ HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADEMADE ANY REPRESENTATION OR ------------ --------------------- WARRANTY, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUEMERCHANTABILITY, FITNESS FOR USE, ------------------------------------------------------------------------- FITNESS FOR A PARTICULAR PURPOSE -------------------------------- OR TITLE OF THE EQUIPMENT (OR ANY PART THEREOF) OR AS TO COMPLIANCE WITH ----------------------------------------------- SPECIFICA TIONS, COMPLIANCE WITH GOVERNMENTAL REGULATIONS, QUALITY, SELECTION, INSTALLATION, SUITABILITY, PERFORMANCE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEDESIGN, DESIGNABSENCE OF DEFECTS, OPERATION, MERCHANTABILITY THEREOF OR NON-INFRINGEMENT OF PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THE EQUIPMENT (OR ANY PART THEREOF). LESSEE ------ SHALL LEASE THE EQUIPMENT "AS IS, WHERE IS". LESSOR HEREBY DISCLAIMS ANY AND ALL -------------------------------------------- SUCH WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED. LESSEE AND LESSOR AGREE THAT ALL RISKS INCIDENT TO THE TITLE OF ANY UNITMATTERS REFERRED TO IN THIS SECTION ARE TO BE BORNE BY LESSEE. Lessor has and shall have no responsibility for the installation, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSadjustment or servicing of the Equipment. The provisions of this Section have been negotiated and are intended to be a complete exclusion and negation of any representations or warranties by Lessor, FREEDOM FROM PATENTexpress or implied, COPYRIGHT OR TRADEMARK INFRINGEMENTwith respect to the Equipment that may arise pursuant to any law now or hereafter in effect, THE ABSENCE OF ANY LATENT OR OTHER DEFECTor otherwise. In no event shall defect in, WHETHER OR NOT DISCOVERABLEor unfitness of, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORany or all of the Equipment, INDENTURE TRUSTEEor any breach of warranty or representation by any or every Manufacturer or other Vendor relieve Lessee of the obligation to pay rent or to make any other payments required hereunder or to perform any other obligation hereunder. Without limiting the generality of the foregoing, ANY LOAN PARTICIPANTLessor shall not be responsible or liable for any (i) defect, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSeither latent or patent, in any of the Equipment or for any direct or consequential damages therefrom, (ii) loss of use of any of the Equipment or for any loss of profits or any interruption in Lessee's business occasioned by Lessee's inability to use any or all of the Equipment for any reason whatsoever, or (iii) in the event that any Vendor delays or fails to make delivery of any or all of the Equipment or fails to fulfill or comply with any purchase contract or order. For as long as no Event of Default shall have occurred hereunder, Lessor hereby transfers and assigns to Lessee during the Lease Term (as hereinafter defined) all right and interest of Lessor in any Manufacturer's and other Vendor's warranties with respect to any and all of the Equipment, and agrees to execute all documents reasonably necessary to effect such transfer and assignment, except that Lessor, in its individual capacity, represents and warrants that on to the Closing Dateextent any rights of Lessor with respect to the Equipment may not be assigned or otherwise be available to Lessee, Lessor shall have received whatever title instead use reasonable efforts to each Unit as was conveyed to Lessor by Lessee enforce such rights against such Manufacturers or other Vendors but only upon the request and each Unit will be free at the expense of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, THE LESSEE ACKNOWLEDGES AND AGREES THAT (ia) EACH UNIT THE LEASED EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (iib) THE LESSEE IS SATISFIED THAT EACH UNIT THE SAME IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iiic) NEITHER THE LESSOR NOR OWNER PARTICIPANT IS NOT A MANUFACTURER THEREOF OR A DEALER IN OR VENDOR OF PROPERTY OF SUCH KIND KIND, AND (d) NEITHER THE LESSOR, ANY INVESTOR, ANY NOTEHOLDER, THE AGENT NOR THE TRUSTEE HAS MADE, OR HAS INSPECTED DOES OR WILL MAKE, (i) ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO THE UNITS PRIOR TO DELIVERY TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, DESCRIPTION, DURABILITY OR SUITABILITY OF ANY OR ALL OF THE LEASED EQUIPMENT IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES AND ACCEPTANCE BY USES OF THE LESSEE, OR (ivii) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT ANY OTHER REPRESENTATION OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS"WARRANTY WHATSOEVER, "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY OR ALL OF THE LEASED EQUIPMENT, IT BEING AGREED THAT, EXCEPT AS TO SPECIFIED HEREIN OR IN THE VALUEOTHER BASIC DOCUMENTS, USEALL RISKS ASSOCIATED WITH THE LEASED EQUIPMENT, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO BETWEEN THE TITLE OF ANY UNITLESSOR, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENTINVESTORS, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTNOTEHOLDERS, THE POLICY PROVIDER AGENT NOR THE TRUSTEE ON THE ONE HAND, AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSLESSEE, except that LessorON THE OTHER HAND, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersSHALL BE BORNE BY THE LESSEE.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerWITHOUT LIMITING ANY CLAIM LESSEE MAY HAVE AGAINST ANY CONTRACTOR, supplier or manufacturerSUBCONTRACTOR, SUPPLIER OR MANUFACTURER, LESSEE EXPRESSLY ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM THE LESSOR, THE AGENT OR THE INVESTOR OR THEIR RESPECTIVE AGENTS OR EMPLOYEES, AND LESSEE AGREES THAT (iI) EACH UNIT PIECE OF EQUIPMENT IS OF A SIZE, DESIGN, AND CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (iiII) LESSEE IS SATISFIED THAT EACH UNIT ITEM OF EQUIPMENT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITPURPOSES, (iiiIII) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT EQUIPMENT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND ADOPTED, (vIV) IT IS LEASING THE EQUIPMENT FROM LESSOR LEASES AND LESSEE TAKES EACH UNIT IN AN "AS-AS IS", "WHERE-WHERE IS" AND "WITH ALL FAULTS"" CONDITION AND (V) NEITHER LESSOR NOR THE INVESTOR IS A MANUFACTURER OR DEALER IN EQUIPMENT OF SUCH KIND. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE OPERATIVE AGREEMENTS, IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS NEITHER LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, NOR THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR INVESTOR SHALL BE DEEMED TO HAVE MADE, AND EACH LESSEE HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTSREPRESENTATION OR WARRANTY, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUEEQUIPMENT, USEANY PART THEREOF, CONDITIONOR ANY RECORDS OR ANY OTHER MATTER WHATSOEVER WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, THE DESIGN, CONDITION OR CAPACITY OF THE EQUIPMENT, THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL MATERIALS OR WORKMANSHIP THEREOF OF THE EQUIPMENT, THEIR VALUE, TITLE OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENTSAFETY, THE ABSENCE OF ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR LATENT OR OTHER DEFECT, DEFECT (WHETHER OR NOT DISCOVERABLEDISCOVERABLE BY LESSEE), COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY APPLICABLE LAWS (INCLUDING ENVIRONMENTAL LAWS) PERTAINING THERETO, OR AS THE CONFORMITY OF THE EQUIPMENT TO THE ABSENCE PROVISIONS AND SPECIFICATIONS OF ANY OBLIGATIONS CONSTRUCTION OR PURCHASE DOCUMENT RELATING THERETO OR ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, NOR SHALL LESSOR NOR THE INVESTOR BE LIABLE TO LESSEE, FOR ANY DEFECTS, EITHER PATENTOR LATENT (WHETHER OR NOT DISCOVERABLE BY LESSEE), IN THE EQUIPMENT OR ANY PART THEREOF OR ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR PROPERTY RESULTING THEREFROM OR FOR ANY DIRECT, INDIRECT,INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE HEREBY WAIVES, ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST LESSOR, OR THE INVESTOR FOR ANY LOSS, DAMAGE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE EQUIPMENT OR BY LESSEE'S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER THAN WITH RESPECT THERETO TO THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF LESSOR OR INVESTOR. LESSEE AND ANYONE CLAIMING BY, THROUGH OR UNDER LESSEE HEREBY FULLY AND IRREVOCABLY RELEASES LESSOR, THE INVESTOR AND EACH OTHER PERSON PARTY TO THE OPERATIVE AGREEMENTS, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, ATTORNEYS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND ALL PERSONS ACTING ON THEIR BEHALF, FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE INVESTOR, LESSOR OR ANY OTHER SUCH PERSON, FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSES, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO THE RELEASE OR DISCHARGE FROM THE EQUIPMENT AT ANY TIME OF ANY HAZARDOUS MATERIALS OTHER THAN ARE LEASE OR DISCHARGE OCCURRING AFTER LESSEE IS NO LONGER IN POSSESSION OF THE EQUIPMENT AND RESULTING SOLELY FROM ACTS OR OMISSIONS OF LESSOR, INDENTURE TRUSTEETHE INVESTOR OR ANY OTHER SUCH PERSON. THIS RELEASE INCLUDES CLAIMS OF WHICH LESSEE IS PRESENTLY UNAWARE OR WHICH LESSEE DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, ANY LOAN PARTICIPANTIF KNOWN BY LESSEE, WOULD MATERIALLY AFFECT LESSEE'S RELEASE OF LESSOR AND THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersOTHER PERSONS RELEASED HEREBY.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOther than the Service Level commitments described in Section 4.3 and as set forth in this Section 4.2, supplier or manufacturerIPtimize MAKES NO WARRANTIES OR REPRESENTATIONS, LESSEE ACKNOWLEDGES EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE SCHEDULE. BOTH PARTIES REPRESENT AND AGREES WARRANT THAT (i) EACH UNIT IS THEY HAVE BEEN DULY ORGANIZED AND ARE VALIDLY EXISTING IN GOOD STANDING UNDER THE LAWS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, THE JURISDICTION IN WHICH THEY WERE ORGANZED; (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES THEY HAVE THE FULL RIGHT, POWER AND LESSEE HAS ACCEPTED EACH UNITAUTHORITY TO EXECUTE, DELIVER AND PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT, (iii) NEITHER LESSOR THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT DOES NOT NOR OWNER PARTICIPANT IS WILL NOT VIOLATE ANY APPLICABLE EXISTING RULES, REGULATION, STATUTES OR ORDERS OF COURT FROM ANY NATIONAL, STATE OR LOCAL AGENCY, COURT OR BODY OR ANY CONTRACT OR OTHER AGREEMENT TO WHICH THEY ARE A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, SUBJECT; (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND THE BEST OF THEIR KNOWLEDGE, NO THIRD PARTY CLAIMS WILL PREVENT THEM FROM FULFULLING THEIR OBLIGATIONS UNDER THIS AGREEMENT; (v) LESSOR LEASES UPON EXECUTION, THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, BINDING OBLIGATION BETWEEN THE PARTIES; and (VI) THEY HAVE ANY LOAN PARTICIPANT, NECESSARY REGULATORY APPROVAL TO PROVIDE THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, USE, CONDITION, FITNESS SERVICES CONTRACTED FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing matters.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerThe Parties understand that BOG will use reasonable efforts to provide good quality interpretation of such Program Data; however, supplier or manufacturerBOG AND ITS OFFICERS, LESSEE ACKNOWLEDGES EMPLOYEES, AGENTS, AFFILIATES AND AGREES THAT SHAREHOLDERS (ihereinafter collectively referred to as the "BOG GROUP") EACH UNIT IS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE INTERPRETATIONS, INCLUDING WITHOUT LIMITATION, THEIR FITNESS FOR A SIZEPARTICULAR PURPOSE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER MERCHANTABILITY OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEACCURACY, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, BOG GROUP HEREBY DISCLAIMS ANY AND ALL RIGHTSSUCH REPRESENTATIONS OR WARRANTIES, CLAIMSAND ANY USE OF THE INTERPRETATIONS BY THE PARTIES OR THEIR SUCCESSORS OR ASSIGNS, OR ANY ACTION TAKEN BY THE PARTIES OR THEIR SUCCESSORS OR ASSIGNS SHALL BE BASED SOLELY ON THEIR OWN JUDGMENT, AND NEITHER THE BOG GROUP OR THEIR SUCCESSORS OR ASSIGNS, SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTIES OR THEIR SUCCESSORS OR ASSIGNS FOR ANY LOSS, COST, DAMAGES, OR EXPENSE WHATSOEVER, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCURRED OR SUSTAINED AS A RESULT OF THE USE OF OR RELIANCE UPON THE INTERPRETATIONS, REGARDLESS OF WHETHER OR NOT SUCH LOSS, COST, DAMAGE OR EXPENSE IS FOUND TO RESULT IN WHOLE OR IN PART FROM THE SOLE OR CONCURRENT NEGLIGENCE OR OTHER FAULT OF ANY MEMBER OF THE BOG GROUP. The Parties understand that UNEXCO will use reasonable efforts to provide good quality interpretation of such Program Data; however, UNEXCO AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS (hereinafter collectively referred to as the "UNEXCO GROUP") MAKE NO REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, OF ANY KIND AS TO THE VALUEINTERPRETATIONS, USEINCLUDING WITHOUT LIMITATION, CONDITION, THEIR FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGNMERCHANTABILITY OR ACCURACY, OPERATIONAND THE UNEXCO GROUP HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES, MERCHANTABILITY THEREOF AND ANY USE OF THE INTERPRETATIONS BY THE PARTIES OR AS THEIR SUCCESSORS OR ASSIGNS, OR ANY ACTION TAKEN BY THE PARTIES OR THEIR SUCCESSORS OR ASSIGNS SHALL BE BASED SOLELY ON THEIR OWN JUDGMENT, AND NEITHER THE UNEXCO GROUP OR THEIR SUCCESSORS OR ASSIGNS, SHALL BE LIABLE OR RESPONSIBLE TO THE TITLE OF OTHER PARTIES OR THEIR SUCCESSORS OR ASSIGNS FOR ANY UNITLOSS, THE QUALITY COST, DAMAGES, OR EXPENSE WHATSOEVER, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCURRED OR SUSTAINED AS A RESULT OF THE MATERIAL USE OF OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSRELIANCE UPON THE INTERPRETATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE REGARDLESS OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLESUCH LOSS, COST, DAMAGE OR AS EXPENSE IS FOUND TO RESULT IN WHOLE OR IN PART FROM THE ABSENCE SOLE OR CONCURRENT NEGLIGENCE OR OTHER FAULT OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION MEMBER OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersUNEXCO GROUP.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerOTHER THAN THE WARRANTY OF TITLE GRANTED HEREIN, supplier or manufacturerNO WARRANTY SHALL BE PROVIDED BY SELLER WITH RESPECT TO PARTS SOLD HEREUNDER, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT PART SOLD TO CUSTOMER IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER DELIVERED IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "“AS-IS", "WHERE-WHERE- IS" AND "”, WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEFAULTS CONDITION, AND LESSEE ACKNOWLEDGES THAT NONE THE OBLIGATIONS AND LIABILITY OF LESSOR, AS LESSOR OR SELLER HEREUNDER ARE EXPRESSLY IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADELIEU OF ALL OTHER WARRANTIES, AND EACH EXPRESSLY DISCLAIMS, CUSTOMER HEREBY WAIVES AND RELEASES SELLER (AND ANY REPRESENTATIVES OF SELLER) FROM ANY AND ALL RIGHTSOTHER WARRANTIES, CLAIMSAGREEMENTS, WARRANTIES GUARANTEES, CONDITIONS, OBLIGATIONS, DUTIES, REPRESENTATIONS, REMEDIES OR REPRESENTATIONS EITHER LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PARTS, ARISING IN CONTRACT OR IN TORT, WHETHER UNDER THEORIES OF NEGLIGENCE, STRICT NEGLIGENCE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY AS TO THE AIRWORTHINESS, VALUE, USEQUALITY, CONDITION, OPERATION, MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, PURPOSE OR AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS, (2) ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (3) ABSENCEOF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN OR OTHER PROPRIETARY RIGHTS, AND (4) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, FOR LOSS OF USE OR DAMAGE TO ANY ENGINE OR AIRCRAFTOR ANY OTHER EXPRESS PROPERTY OR IMPLIED REPRESENTATION BODILY INJURY, FOR LOSS OF REVENUE OR WARRANTY PROFIT WITH RESPECT TO ANY SUCH PROPERTY, OR FOR LIABILITY OF CUSTOMER TO ANY THIRD PARTY OR FOR ANY OTHER DIRECT, INDIRECT INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER WITH RESPECT THERETO AND EACH TO ANY PART SOLD HEREUNDER, EXCEPT IN THECASE OF LESSORSELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT Customer’s Insurance Quotations do not include insurance coverage for any Parts delivered pursuant to this Agreement. Customer shall, INDENTURE TRUSTEEat its sole cost and expense, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, carry and maintain (or cause to be carried and maintained) insurances in its individual capacity, represents respect of aircraft hull (or spares) coverage and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer aviation general legal liability insurance (including contractual liability) in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) respect of the Participation AgreementParts. Lessee's delivery of a Lease Supplement Such insurances shall be conclusive evidence in full force and effect at the time of Delivery and in types and amounts as between Lessee would be carried by other companies engaged in the Customer’s industry. Such policies of insurance shall be primary with respect to the indemnities of Customer set forth herein and Lessor that all Units described therein are shall contain waivers of subrogation of the insurers in all favor of the foregoing respects satisfactory Seller Indemnitees. Customer shall provide to Lessee, and Lessee will not assert any claim Seller certificates of insurance on or prior to the date of Delivery of any nature whatsoever against Lessor based Parts pursuant to this Agreement in such amounts and on any of such terms as may be specified by Seller in the foregoing mattersQuotation.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER THE BOARD DOES NOT MAKE OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION SHALL IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADEMADE ANY WARRANTY OR REPRESENTATION, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUEDESIGN OR CONDITION OF, USE, CONDITION, FITNESS OR AS TO THE SUITABILITY FOR ANY PARTICULAR PURPOSEPURPOSE OF, DESIGN, OPERATION, MERCHANTABILITY THE PROJECT OR ANY PART THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY ABILITY OF THE MATERIAL PROJECT TO PERFORM ANY FUNCTION OR WORKMANSHIP ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PROJECT OR ANY PART THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF FOR ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, PARTICULAR PURPOSE OR AS TO THE ABSENCE TITLE TO OR THE BOARD'S INTEREST IN THE PROJECT OR ANY PART THEREOF (SUBJECT TO SECTION 3.4) OR AS TO THE BOND PROCEEDS BEING SUFFICIENT TO PAY THE PROJECT COSTS OR AS TO ANY OTHER MATTER RELATING TO THE PROJECT OR ANY PART THEREOF, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN THE BOARD, ON THE ONE HAND, AND THE LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY THE LESSEE, AND THE BENEFITS OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR AND ALL IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO WARRANTIES AND REPRESENTATIONS OF THE BOARD ARE HEREBY WAIVED BY THE LESSEE. THE LESSEE CONFIRMS THAT IT HAS SELECTED THE PROJECT AND EACH PART THEREOF ON THE BASIS OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER ITS OWN JUDGMENT AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY THE BOARD, AND THE BOARD REPRESENTS AND THE LESSEE ACKNOWLEDGES THAT THE BOARD IS NOT A MANUFACTURER OR VENDOR OF ANY PART OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersPROJECT.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerNOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE, supplier or manufacturerWITH THIS SUB-SECTION CONTROLLING, LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, WHETHER ACTING AS LESSOR HEREUNDER OR IN ITS INDIVIDUAL ANY OTHER CAPACITY) AND THE OTHER LESSOR ENTITIES HAVE NOT MADE AND WILL NOT MAKE, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL LESSOR OR ANY OF THE LESSOR ENTITIES BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMSANY WARRANTY OR REPRESENTATION, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, EXCEPT AS SET FORTH HEREIN, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO THE VALUE(i) ITS FITNESS, USE, CONDITION, FITNESS DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR CONFORMITY THEREOF TO PATENT, (iv) EXCEPT AS SET FORTH BELOW, LESSOR’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, FREEDOM FROM (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, INCOME, EXPENSES, ENTITLEMENTS OR ZONING, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIALS, RELEASE OR VIOLATION OF HAZARDOUS MATERIALS LAWS, INCLUDING WITHOUT LIMITATION, ASBESTOS OR MOLD, OR (xvi) COMPLIANCE OF THE PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE PREMISES HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, COPYRIGHT LESSOR AND ALL OTHER LESSOR ENTITIES SHALL NOT HAVE ANY RESPONSIBILITY OR TRADEMARK INFRINGEMENT, THE ABSENCE OF LIABILITY WITH RESPECT THERETO OR FOR ANY LATENT INCIDENT AL OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT TORT). THE PROVISIONS OF THIS SECTION 6.2.3 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LESSOR OR ANY LESSOR ENTITY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER EXPRESS LAW NOW OR IMPLIED REPRESENTATION HEREAFTER IN EFFECT OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersARISING OTHER WISE.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any seller, supplier or manufacturer, THE LESSEE ACKNOWLEDGES AND AGREES THAT (i) THE EQUIPMENT AND EACH UNIT PART THEREOF IS OF A SIZE, DESIGN, CAPACITY CAPACITY, AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (ii) THE LESSEE IS SATISFIED THAT THE EQUIPMENT AND EACH UNIT PART THEREOF IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNITRESPECTIVE PURPOSE, (iii) NEITHER THE LESSOR NOR OWNER PARTICIPANT IS NOT A MERCHANT, MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEEKIND, (iv) THE EQUIPMENT AND EACH UNIT PART THEREOF IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND IN THE STATE AND CONDITION WHEN THE SAME FIRST BECAME SUBJECT TO THIS LEASE, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE LESSOR, AND (v) THE LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSORTHE EQUIPMENT, AS LESSOR IS, WITHOUT WARRANTY OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO (A) THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSEFITNESS, DESIGN, QUALITY, CAPACITY, WORKMANSHIP, OPERATION, AND MERCHANTABILITY THEREOF OF THE EQUIPMENT, (B) THE LESSOR'S TITLE THERETO, OR AS TO (C) THE TITLE ABILITY OF ANY UNITEQUIPMENT WHICH CONTAINS OR MAY BE AFFECTED BY COMPUTER APPLICATIONS OR MICROPROCESSOR CHIPS TO RECOGNIZE AND PROPERLY PERFORM DATESENSITIVE FUNCTIONS INVOLVING DATES PRIOR TO AND AFTER DECEMBER 31, 1999, I.E., "YEAR 2000 COMPLIANT," OR (D) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISK, AS AMONG THE QUALITY OF LESSOR AND THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF LESSEE, ARE TO SPECIFICATIONSBE BORNE BY THE LESSEE, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, AND THE ABSENCE BENEFITS OF ANY LATENT OR OTHER DEFECTAND ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF LESSOR ARE HEREBY WAIVED BY LESSEE. Lessor is not responsible or liable for any direct, WHETHER OR NOT DISCOVERABLEindirect, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSORincidental, INDENTURE TRUSTEEor consequential damage to, ANY LOAN PARTICIPANTor loss resulting from, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITSthe installation, except that operation, or use of the Equipment or any product manufactured thereby. The Lessee's recourse for breach of any representation or warranty of the vendor supplier is limited to such vendor or supplier. Lessee will be subrogated to Lessor's claims, in its individual capacityif any, represents and warrants that on against the Closing Datemanufacturer or supplier of the Equipment for breach of any warranty or representation and, upon written request from Lessee, Lessor shall have received whatever title to each Unit as was conveyed to Lessor take all reasonable action requested by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend enforce any such warranty, express or implied, issued on or applicable to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersEquipment, which is enforceable by Lessor in its own name, provided, however, that (a) Lessee is not in default under this Lease and (b) Lessor shall not be obligated to resort to litigation to enforce any such warranty unless Lessee shall pay all expenses in connection therewith. Notwithstanding the foregoing, Lessee's obligations to pay the rentals or otherwise under this Lease shall be and are absolute and unconditional. All proceeds of any such warranty recovery from the manufacturer or supplier of the Equipment shall first be used to repair the affected Equipment.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, supplier or manufacturer, LESSEE ACKNOWLEDGES IT IS THE EXPLICIT INTENT OF AND AGREES EXPRESSLY AGREED BY THE PARTIES HERETO THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY THE COMPANY’S REPRESENTATIONS AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER WARRANTIES IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BEARTICLE 2.1, AND LESSEE ACKNOWLEDGES THE PURCHASER'S REPRESENTATIONS AND WARRANTIES IN ARTICLE 2.2 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE PARTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THAT NONE NEITHER THE COMPANY, NOR THE PURCHASER, IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE REPRESENTATIONS AND WARRANTIES OF LESSORTHE COMPANY EXPRESSLY GIVEN IN ARTICLE 2.1 AND THE PURCHASER'S REPRESENTATIONS AND WARRANTIES IN ARTICLE 2.2, AS LESSOR AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR THE PURCHASER IS MAKING ANY REPRESENTATION OR IN ITS INDIVIDUAL CAPACITYWARRANTY WHATSOEVER, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUEANY OTHER MATTERS. IT IS UNDERSTOOD AND EXPRESSLY AGREED THAT ANY ESTIMATES, USEFORECASTS, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF PROJECTIONS OR AS OTHER PREDICTIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO THE TITLE COMPANY OR THE PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES (INCLUDING IN ANY UNIT, PRESENTATION BY THE QUALITY COMPANY OR ANY AFFILIATE OF THE MATERIAL COMPANY OR WORKMANSHIP THEREOF ANY REPRESENTATIVE OF THE COMPANY) ARE NOT, AND SHALL BE DEEMED NOT TO BE, OR CONFORMITY THEREOF TO SPECIFICATIONSCONTAIN, FREEDOM FROM PATENTREPRESENTATIONS OR WARRANTIES OF THE COMPANY OR ANY AFFILIATE OF THE COMPANY OR ANY OF ITS OFFICERS, COPYRIGHT DIRECTORS OR TRADEMARK INFRINGEMENTREPRESENTATIVES, AND THE ABSENCE OF PURCHASER IS NOT ENTERING INTO THIS AGREEMENT IN RELIANCE ON, AND THE PURCHASER MAY NOT RELY ON, ANY LATENT SUCH ESTIMATES, FORECASTS, PROJECTIONS OR OTHER DEFECTPREDICTIONS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE STATEMENTS OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT INTENTION OR ANY OTHER EXPRESS REPRESENTATION, WARRANTY OR IMPLIED REPRESENTATION OTHER STATEMENT MADE OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION PURPORTING TO BE MADE BY OR ON BEHALF OF THE UNITSCOMPANY OR ANY AFFILIATE OF THE COMPANY, except that LessorOR ANY OF ITS RESPECTIVE OFFICERS, in its individual capacityDIRECTORS OR REPRESENTATIVES, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersOTHER THAN THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE 2.1.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerPurchaser has selected each Unit based upon its own judgment. Purchaser acknowledges that each Unit is of a size, supplier or manufacturerdesign and type selected by Purchaser and that Seller is not a manufacturer of the Units. SELLER MAKES NO WARRANTIES WHATSOEVER, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS CONTRACT OR TO ANY UNIT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH UNIT IS SOLD “AS IS, WHERE IS”, AND SELLER SPECIFICALLY MAKES NO WARRANTIES AS TO THE VALUE, USE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY QUALITY OF MATERIALS OR WORKMANSHIP OR THE CONFORMITY THEREOF OR AS TO THE TITLE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER OR AGREEMENT RELATING THERETO. SELLER HEREBY EXPRESSLY DISCLAIMS, AND PURCHASER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES AND CLAIMS EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY UNIT OR TO THIS CONTRACT, INCLUDING WITHOUT LIMITATION, (A) ANY IMPLIED WARRANTY THAT ANY UNIT IS MERCHANTABLE; (B) ANY IMPLIED WARRANTY THAT ANY UNIT IS FIT FOR A PARTICULAR USE OR PURPOSE; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT; AND (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY UNIT, THE QUALITY FOR LOSS OF THE MATERIAL USE, REVENUE OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF PROFIT WITH RESPECT TO SPECIFICATIONSANY UNIT, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE FOR ANY LIABILITY OF SELLER TO ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLETHIRD PARTY, OR AS TO THE ABSENCE OF FOR ANY OBLIGATIONS BASED ON OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING STRICT OR ABSOLUTE LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, TORT. Seller assigns to Purchaser its interests in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersmanufacturer’s warranties on the Unit(s) and nothing contained herein shall be construed to deprive Purchaser of whatever rights Purchaser may have against parties other than Seller (such as the manufacturer of any Unit) and Purchaser agrees to look solely to such third parties with respect to any and all claims concerning any Unit except as to ownership and title.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerTHE INTERESTS OF THE ACQUIRED COMPANIES ARE BEING SOLD ON AN “AS IS,” “WHERE IS” BASIS AS OF THE CLOSING, supplier or manufacturerAND IN THEIR CONDITION AS OF THE CLOSING, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH “ALL FAULTS"” AND, EXCEPT AS SET FORTH IN WHATEVER CONDITION IT MAY BEArticle III AND THIS Article IV, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANTTHE ACQUIRED COMPANIES, THE POLICY PROVIDER SELLERS, THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO REPRESENTATIVES MAKE OR HAVE MADE, AND EACH EXPRESSLY DISCLAIMSTHE BUYER IS NOT RELYING ON, ANY AND ALL RIGHTSOTHER REPRESENTATION OR WARRANTY, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS LEGAL OR CONVENTIONAL, AT LAW OR IN EQUITY, IN RESPECT OF THE INTERESTS OR THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES. FOR CERTAINTY AND 69838412_11 DB1/ 98258861.9 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES HEREBY AGREE TO EXCLUDE ALTOGETHER THE EFFECT OF THE LEGAL WARRANTY PROVIDED FOR BY ARTICLE 1716 OF THE CIVIL CODE OF QUÉBEC AND THAT, EXCEPT TO THE VALUEEXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT, USETHE INTERESTS OF THE ACQUIRED COMPANIES ARE BEING PURCHASED AT THE BUYER’S OWN RISK WITHIN THE MEANING OF ARTICLE 1733 OF THE CIVIL CODE OF QUÉBEC, CONDITIONTHE BUYER ACKNOWLEDGING THAT THE SELLER IS NOT A PROFESSIONAL SELLER. EXCEPT IN THE CASE OF FRAUD, FITNESS FOR NONE OF THE ACQUIRED COMPANIES, THE SELLERS, THEIR RESPECTIVE AFFILIATES NOR ANY PARTICULAR PURPOSEOF THEIR RESPECTIVE OFFICERS, DESIGNDIRECTORS, OPERATION, MERCHANTABILITY THEREOF EMPLOYEES OR AS REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE TITLE OF ANY UNIT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT BUYER OR ANY OTHER EXPRESS PERSON RESULTING FROM THE DISTRIBUTION TO THE BUYER, ITS AFFILIATES OR IMPLIED REPRESENTATIVES OF, OR THE BUYER’S USE OF OR RELIANCE ON, ANY INFORMATION RELATING TO THE BUSINESS OF THE ACQUIRED COMPANIES, THE INTERESTS OR THE ASSETS AND PROPERTIES OF THE ACQUIRED COMPANIES, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYER, WHETHER ORALLY OR IN WRITING, IN THE DATA ROOMS, MANAGEMENT PRESENTATIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE BUYER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT IS HEREBY EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty contained in Section 3.5(e) of the Participation Agreement. Lessee's delivery of a Lease Supplement shall be conclusive evidence as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersDISCLAIMED.

Disclaimer of Warranties. Without waiving any claim Lessee may have against any sellerExcept as expressly provided in this Provider-BU CMD Repository Transfer Agreement, supplier or manufacturerNEITHER PARTY MAKES ANY REPRESENTATIONS NOR EXTENDS ANY WARRANTY OF ANY KIND, LESSEE ACKNOWLEDGES AND AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NONE OF LESSOR, AS LESSOR OR IN ITS INDIVIDUAL CAPACITY, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER OR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS EITHER WHETHER EXPRESS OR IMPLIED, AS TO THE VALUEINCLUDING, USEWITHOUT LIMITATION, CONDITIONANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, DESIGNNONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OPERATIONVALIDITY, MERCHANTABILITY THEREOF OR AS TO THE TITLE ENFORCEABILITY AND SCOPE OF ANY UNITINTELLECTUAL PROPERTY RIGHTS OR CLAIMS, THE QUALITY OF THE MATERIAL WHETHER ISSUED OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONSPENDING, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, AND THE ABSENCE OF ANY LATENT OR OTHER DEFECTDEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL BU, ITS AGENTS, AND ITS SUCCESSORS, AND THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR AS TO THE ABSENCE CONSEQUENTIAL DAMAGES OF ANY OBLIGATIONS BASED ON STRICT LIABILITY KIND, INCLUDING ECONOMIC DAMAGES OR LOST PROFITS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD REASON TO KNOW OR IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR, INDENTURE TRUSTEE, ANY LOAN PARTICIPANT, THE POLICY PROVIDER AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION FACT KNEW OF THE UNITS, except that Lessor, in its individual capacity, represents and warrants that on the Closing Date, Lessor shall have received whatever title to each Unit as was conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to Lessor and provided that the foregoing disclaimer in clause (v) shall not extend to Owner Participant's representation and warranty POSSIBILITY OR LIKELIHOOD OF THE FOREGOING. Nothing contained in Section 3.5(e) this Provider-BU CMD Repository Transfer Agreement shall be deemed by implication, estoppel or otherwise to grant Provider any rights in any inventions, copyrightable material, improvements, discoveries, data or know-how or any patents or intellectual property or proprietary interest owned or controlled by BU which may be used in performance of the Participation this Provider-BU CMD Repository Transfer Agreement. Lessee's delivery Without limiting the foregoing, BU retains all of a Lease Supplement shall its rights in BU’s materials including those that may be conclusive evidence deposited by BU into the BU CMD Repository, including without limitation, the right to make BU’s materials available to others, both profit and non-profit, on such terms as between Lessee and Lessor that all Units described therein are in all the foregoing respects satisfactory to Lessee, and Lessee will not assert any claim of any nature whatsoever against Lessor based on any of the foregoing mattersBU determines appropriate.