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5.2 Disclosure Regarding Hazardous Substances. SCE hereby discloses to Buyer
<br />that Potential Environmental Hazards and Hazardous Substances, including
<br />PCBs, may be present at, in, on, under, about, contained in, or incorporated in the
<br />Facilities. Buyer represents that it is purchasing the Facilities for Buyer's own use,
<br />and not for resale (provided that Buyer contemplates that Buyer may transfer title
<br />to the Facilities in connection with financing and/or refinancing of the Facilities). If
<br />Buyer sells the Facilities, or any part thereof, it shall disclose, in writing, to all
<br />potential Buyers, prior to the sale, that Potential Environmental Hazards and
<br />Hazardous Substances, including PCBs, may be present at, in, on, under, about,
<br />contained in, or incorporated in the Facilities, or portions thereof. Further, in the
<br />event the Facilities (or any portion thereof) are sold, conveyed or transferred in any
<br />manner to a person other than SCE, Buyer shall incorporate in the agreement
<br />effectuating such transfer, language substantially in the same form as this
<br />paragraph. Buyer's obligations under this Section 5.2 shall survive the termination
<br />of this Agreement. Notwithstanding anything to the contrary set forth in this
<br />Agreement, SCE approval shall not be required for any conveyance of the
<br />Facilities, whether or not such conveyance is made in connection with a financing
<br />or refinancing of the Facilities or any part thereof.
<br />5.3 Disclaimers Regarding the Facilities and the Land. BUYER
<br />ACKNOWLEDGES THAT IT IS RELYING UPON ITS OWN INDEPENDENT
<br />INVESTIGATION IN DECIDING TO PURCHASE THE FACILITIES. BUYER
<br />EXPRESSLY DISCLAIMS RELIANCE . ON ANY REPRESENTATIONS,
<br />WARRANTIES OR GUARANTIES, EITHER EXPRESS OR IMPLIED, BY SCE,
<br />ITS OFFICERS, DIRECTORS, COUNSEL, REPRESENTATIVES OR AGENTS.
<br />WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE
<br />EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF
<br />ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION,
<br />VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND
<br />OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE
<br />FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER
<br />LATENT OR PATENT. SCE FURTHER SPECIFICALLY DISCLAIMS ANY
<br />REPRESENTATION OR WARRANTY REGARDING POTENTIAL
<br />ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS
<br />SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE
<br />THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS,
<br />OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL
<br />REQUIREMENTS. NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT, NOR
<br />ANY OTHER MATERIAL OR INFORMATION PROVIDED BY OR
<br />COMMUNICATIONS MADE BY SCE, WILL CAUSE OR CREATE ANY
<br />REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. WITHOUT
<br />LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY
<br />DISCLAIMS: (A) ANY IMPLIED OR EXPRESS WARRANTY OF
<br />MERCHANTABILITY; (B) ANY IMPLIED OR EXPRESS WARRANTY OF
<br />FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY IMPLIED OR
<br />EXPRESS WARRANTY OF CONFORMITY TO MODELS OR MATERIALS.
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