ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. THE SUBLESSOR SHALL NOT BE
LIABLE TO THE SUBLESSEE FOR ANY FAILURE OR DELAY IN DELIVERING ANY GROUP II CPF
TRUCK DESIGNATED FOR SUBLEASE PURSUANT TO THIS AGREEMENT, OR FOR ANY FAILURE TO
PERFORM ANY PROVISION HEREOF, RESULTING FROM FIRE OR OTHER CASUALTY, NATURAL
DISASTER, RIOT, STRIKE OR OTHER LABOR DIFFICULTY, GOVERNMENTAL REGULATION OR
RESTRICTION, OR ANY CAUSE BEYOND THEIR DIRECT CONTROL. IN NO EVENT SHALL THE
SUBLESSOR BE LIABLE TO THE SUBLESSEE FOR ANY INCONVENIENCES, LOSS OF PROFITS OR
ANY OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM ANY DEFECT
IN OR ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY GROUP II CPF TRUCK, AND THERE
SHALL BE NO ABATEMENT OF SUBLEASE RENT, MONTHLY BASE RENT, SUPPLEMENTAL RENT OR
OTHER AMOUNTS PAYABLE HEREUNDER BECAUSE OF THE SAME.
48. NO SUBLESSOR WARRANTIES. THE SUBLESSEE ACKNOWLEDGES THAT THE SUBLESSOR, CPF,
THE TRUSTEE AND THE NOTEHOLDERS ARE NOT THE MANUFACTURER, THE AGENT OF THE
MANUFACTURER, OR THE DISTRIBUTOR OF THE GROUP II CPF TRUCKS SUBLEASED BY SUCH
SUBLESSEE HEREUNDER. THE SUBLESSOR, CPF, THE TRUSTEE AND THE NOTEHOLDERS MAKE NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE FITNESS, SAFENESS,
DESIGN, MERCHANTABILITY, CONDITION, QUALITY, CAPACITY OR WORKMANSHIP OF THE
GROUP II CPF TRUCKS NOR ANY WARRANTY THAT THE GROUP II CPF TRUCKS WILL SATISFY
THE REQUIREMENTS OF ANY
5
Attachment C
LAW OR ANY CONTRACT SPECIFICATION, AND AS BETWEEN THE SUBLESSOR, CPF, THE
TRUSTEE AND THE NOTEHOLDERS ON THE ONE HAND AND THE SUBLESSEE ON THE OTHER, THE
SUBLESSEE AGREES TO BEAR ALL SUCH RISKS AT ITS SOLE COST AND EXPENSE. THE
SUBLESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE SUBLESSOR,
CPF, THE TRUSTEE AND THE NOTEHOLDERS AND ANY GROUP II CPF TRUCK FOR BREACH OF
ANY WARRANTY OF ANY KIND WHATSOEVER AND, AS TO THE SUBLESSOR, CPF, THE TRUSTEE
AND THE NOTEHOLDERS, THE SUBLESSEE SUBLEASES THE GROUP II CPF TRUCKS "AS IS." IN
NO EVENT SHALL THE SUBLESSOR, CPF, THE TRUSTEE OR ANY NOTEHOLDER BE LIABLE FOR
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED.
49. NO PETITION. The Sublessee hereby covenants and agrees that, prior to the
date which is one year and one day after the payment in full of all of the
Notes, it will not institute against, or join any other Person in instituting
against, CPF any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the United
States or any state of the United States. In the event that the Sublessee takes
action in violation of this Section 10, the Sublessor agrees, for the benefit of
the Secured Parties, that it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such a petition by the Sublessee
against CPF or the commencement of such action and raise the defense that the
Sublessee has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other