Warranties. The Pledgor warrants to GE, as to itself and its Collateral, that:

Acknowledgment: DISTRIBUTOR AND THE MANUFACTURER ACKNOWLEDGE AND AGREE THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES, AND SHALL BE SEPARATELY ENFORCED. THE PROVISIONS OF SECTION 34 AND THIS SECTION 35 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

permitted by applicable law, conclusively establish the truth and accuracy of the matters stated (including, without limit, as to the amounts of the principal of and interest on the Indebtedness, the accrual and nonpayment of it and advertisement and conduct of the sale); and all prerequisites to the sale shall be presumed to have been satisfied and performed. Upon any sale of any Collateral, the receipt of the officer making the sale under judicial proceedings or of the [[Organization G:Organization]] shall be sufficient discharge to the purchaser for the purchase money, and the purchaser shall not be obligated to see to the application of the money. Any sale of any Collateral under this Agreement shall be a perpetual bar against [[Organization F:Organization]] with respect to that Collateral. At any sale or other disposition of Collateral pursuant to this Section 5(b), the [[Organization G:Organization]] disclaims all warranties which would otherwise be given under the Uniform Commercial Code, including without limit a disclaimer of any warranty relating to title, possession, quiet enjoyment or the like, and the [[Organization G:Organization]] may communicate these disclaimers to a purchaser at such disposition. This disclaimer of warranties will not render the sale commercially unreasonable.

without prejudice to paragraph 4, the disclaimer of the Tenant’s liability under this lease or the forfeiture of this Lease; or

The rights and obligations under the new underlease shall take effect from the date of the forfeiture or disclaimer and the new underlease shall:

be for a term that expires at the same date as the end of the Contractual Term of this Lease had there been no forfeiture or disclaimer;

Section # Disclaimer; Duty of Utmost Good Faith. In recognition that each party has consummated the transactions contemplated by this Agreement based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein, the Ceding Company and the Reinsurer absolutely and irrevocably waive resort to the duty of “utmost good faith” or any similar principle of disclosure in connection with formation, execution or delivery of this Agreement. All matters after the Effective Time with respect to this Agreement require the duty of “utmost good faith’ of each of the parties hereto.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH OF THE PURCHASED ASSETS CONVEYED HEREBY IS CONVEYED “AS IS”, WHERE IS” AND “WITH ALL FAULTS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WHETHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE KIND, SIZE, QUALITY, DESCRIPTION, MERCHANTABILITY, CONDITION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITION), USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS. PURCHASER AGREES, BY ITS EXECUTION HEREOF, THAT THERE ARE NO REPRESENTATIONS AND WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR OTHER DOCUMENTS OR AGREEMENTS CONTEMPLATED HEREBY, AND PURCHASER DOES FURTHER AGREE THAT IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF SELLER WITH RESPECT TO THE FITNESS OF THE PURCHASED ASSETS FOR ANY PURPOSE INTENDED BY PURCHASER, AND THAT PURCHASER HAS EXAMINED AND IS FAMILIAR WITH THE PURCHASED ASSETS AND IS BUYING THE PURCHASED ASSETS “AS IS, WHERE IS”, AND “WITH ALL FAULTS” AND WITHOUT ANY EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO MATERIALS, WORKMANSHIP, MERCHANTABILITY, CONDITION (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL CONDITION), USE, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND SELLER HEREBY DISCLAIMS ANY SUCH WARRANTIES.

If at the date of the forfeiture or disclaimer there is a rent review pending under this Lease, then the initial annual rent to be reserved by the new underlease shall be the greater of:

Acknowledgment of Disclaimer of Profits. Buyer expressly acknowledges and agrees that Sellers have not made any representation or warranty with respect to the future profitability or financial prospects of the Company after the Closing Date.