and conditions of the Group I CPF
Lease;
(iii) it will permit any Person designated in writing by CPF, the Trustee or the
Sublessor to visit and inspect any of the properties, corporate books or
financial records of the Sublessee and discuss its affairs, finances and
accounts with officers and employees of the Sublessee, all at such reasonable
times and as often as CPF, the Trustee or the Sublessor may reasonably request;
and
(iv) it will do and cause to be done at all times all things necessary,
including without limitation filing UCC financing statements and continuation
statements, to maintain and preserve the Sublessor's first-priority perfected
security interest in the Collateral.
(b) Until the expiration or termination of this Agreement, and thereafter until
all obligations of the Sublessor under this Agreement and under the Group I CPF
Lease are satisfied in full, the Sublessor covenants and agrees that it will
perform all obligations required to be performed by it under the Group I CPF
Lease with respect to each Group I CPF Truck subleased to the Sublessee pursuant
to this Agreement.
7. NO BREACH OF GROUP I CPF LEASE. The Sublessee agrees and covenants that it
will not take any action, or fail to take any action, in each case that would
cause the Sublessor to be in violation or breach of any term of the Group I CPF
Lease, including, but not limited to, creating or permitting to exist any Lien
with respect to any Group I CPF Truck subleased hereunder, except for Permitted
Liens.
8. NON-LIABILITY OF SUBLESSOR. The Sublessor shall not be liable to the
Sublessee for any failure or delay in obtaining Group I CPF Trucks or making
delivery thereof.
AS BETWEEN THE SUBLESSOR AND THE SUBLESSEE, ACCEPTANCE FOR SUBLEASE OF THE GROUP
I CPF TRUCKS SUBLEASED BY THE SUBLESSEE SHALL CONSTITUTE THE SUBLESSEE'S
ACKNOWLEDGMENT AND AGREEMENT THAT THE SUBLESSEE HAS FULLY INSPECTED SUCH GROUP I
CPF TRUCKS, THAT SUCH GROUP I CPF TRUCKS ARE IN GOOD ORDER AND CONDITION AND ARE
OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY THE
SUBLESSEE, THAT THE SUBLESSEE IS SATISFIED THAT THE SAME ARE SUITABLE FOR THIS
USE AND THAT THE SUBLESSOR IS A MANUFACTURER OR ENGAGED IN THE SALE OR
DISTRIBUTION OF VEHICLES, AND HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO MERCHANTABILITY, CONDITION,
QUALITY, DURABILITY OR SUITABILITY OF SUCH GROUP I CPF TRUCK IN ANY RESPECT OR
IN CONNECTION WITH OR FOR THE PURPOSES OR USES OF THE SUBLESSEE, OR ANY OTHER
REPRESENTATION, WARRANTY OR COVENANT OF 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 I 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