5.12 No Fraudulent Conveyance. No transfer of the Purchased Assets is being made
and no obligation is being incurred in connection with the transactions
contemplated by this Agreement or any of the Ancillary Agreements with the
intent, purpose or desire on the part of Seller to hinder, delay or defraud
either present or future creditors of Assignor.
6.AS-IS SALE; DISCLAIMERS; RELEASE.
(a) IT IS UNDERSTOOD AND AGREED THAT, UNLESS EXPRESSLY STATED HEREIN, SELLER IS
NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO FITNESS
FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
(b) BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING SELLER SHALL SELL AND
CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS "AS IS, WHERE IS,
WITH ALL FAULTS" EXCEPT THAT ANY ENCUMBRANCES ATTACHED TO OR EXISTING WITH
RESPECT TO THE PURCHASED ASSETS AND ANY RIGHTS OR INTERESTS IN THE PURCHASED
ASSETS RELATED THERETO OF (I) THE SENIOR SECURED CREDITORS SHALL BE RELEASED AS
OF THE CLOSING DATE, AND SUCH SENIOR SECURED CREDITORS' RIGHTS AND INTERESTS IN
THE PURCHASED ASSETS TRANSFERRED AND ASSIGNED TO BUYER AS OF THE CLOSING DATE
PURSUANT TO SUCH SENIOR SECURED CREDITORS' RELEASE AND CONSENT TO DISPOSTION OF
THE PURCHASED ASSETS TO BUYER WHICH SHALL BE PROVIDED BY SELLER TO BUYER IN
REASONABLY STATISFACTORY FORM ON OR PRIOR TO THE CLOSING DATE AND (II) THE
JUNIOR SECURED CREDITORS SET FORTH ON SCHEDULE 6(b) OF THE DISCLOSURE SCHEDULES
ATTACHED HERETO SHALL BE RELEASED PURUSANT TO THAT CERTAIN APPROVAL OF
DISPOSTION OF COLLATERAL AND SUBORDINATION TO GENERAL ASSIGNMENT BUDGET EXECUTED
AND DELIVERED BY SUCH JUNIOR SECURED CREDITORS TO SELLER, DATED AS OF APRIL 2,
2013, PURSUANT TO WHICH SUCH JUNIOR SECURED CREDITORS RELEASED ALL THEIR
ENCUMBRANCES ON THE PURCHASED ASSETS AND CONVEYED, SOLD, TRANSFERRED AND
ASSIGNED SUCH JUNIOR SECURED CREDITORS' RIGHTS AND INTERESTS TO THE PURCHASED
ASSETS TO SELLER, WHICH RIGHTS AND INTERESTS SELLER SHALL SELL, ASSIGN, CONVEY
AND TRANSFER TO BUYER ON THE CLOSING DATE PURSUANT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREIN. BUYER HAS NOT RELIED UPON AND WILL NOT RELY
ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES,
GUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
PURCHASED ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLER OR ITS
REPRESENTATIVES TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN
WRITING, EXCEPT AS EXPRESSLY STATED HEREIN. BUYER ALSO ACKNOWLEDGES THAT THE
PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THE PURCHASED ASSETS ARE BEING
SOLD "AS IS, WHERE IS, WITH ALL FAULTS" EXCEPT AS SET FORTH IN THIS SECTION 6(b)
HEREOF.
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(c) BUYER ACKNOWLEDGES TO SELLER THAT BUYER HAS HAD THE OPPORTUNITY TO CONDUCT
PRIOR TO CLOSING SUCH INSPECTIONS AND INVESTIGATIONS OF THE PURCHASED ASSETS, AS
BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE PURCHASED ASSETS
AND ITS ACQUISITION THEREOF. BUYER FURTHER WARRANTS AND