hereto.
Transaction Documents shall mean all of the agreements, instruments,
certificates, financing statements and other documents of any nature executed in
connection with the Transaction, including any amendments, modifications or
supplements thereof from time to time, including the documents listed on
Schedule 2 to this Agreement and all Operative Documents.
Capitalized terms used herein without definition shall have the meanings
assigned to them in or by reference to the Transaction Documents.
SECTION 2. Sale and Assignment. (a) Seller, for good and valuable consideration
to it, receipt of which is hereby acknowledged, does hereby assign, transfer,
sell and convey unto Purchaser all of Seller's right, title and interest in and
to the Transaction, subject to no Liens (other than as may be indicated in the
Transaction Documents) created by or arising through Seller.
(b) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE PURCHASE
AGREEMENT, THE SALE OF THE TRANSACTION IS ON AN "AS IS" AND "WHERE IS" BASIS AND
SELLER MAKES NO, HEREBY DISCLAIMS ANY, AND PURCHASER HEREBY WAIVES ALL, OTHER
REPRESENTATIONS OR WARRANTIES,
1
EXECUTION VERSION
EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER CONCERNING THE TRANSACTION OR
THE ASSET INCLUDING, WITHOUT LIMITATION, THE SELECTION, QUALITY, OR CONDITION
THEREOF, OR MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PARTICULAR PURPOSE,
THE OPERATION, PERFORMANCE OR MAINTENANCE THEREOF, PATENT INFRINGEMENT,
ENVIRONMENTAL, PROPERTY OR USE ISSUES OR THE LIKE OR AS TO THE FINANCIAL
CONDITION, RESULTS OF OPERATIONS OR BUSINESS OF THE LESSEE, THE TRANSACTIONS
CONTEMPLATED HEREBY, THE ANTICIPATED OR EXPECTED RESULTS THEREOF TO PURCHASER,
INCLUDING, WITHOUT LIMITATION, THE TAX CONSEQUENCES TO PURCHASER OF SUCH
TRANSACTIONS UNDER FEDERAL, STATE OR LOCAL LAWS, OR ANY OTHER MATTER WHATSOEVER.
SELLER ALSO DISCLAIMS AND PURCHASER WAIVES ANY OBLIGATION OR LIABILITY TO
PURCHASER FOR LOSS OR INTERRUPTION OF USE, REVENUE, PROFIT OR BUSINESS, AND FOR
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
SECTION 3. Assumption. Subject to Section 5.1 of the Purchase Agreement,
(a) Purchaser hereby (i) assumes the duties and obligations of Seller / "Owner
Participant" under the Transaction Documents, (ii) shall hereafter be deemed a
party to the Transaction Documents as "Owner Participant", (iii) confirms that
it has the requisite corporate power and authority to enter into and carry out
the transactions contemplated by the Transaction Documents, (iv) makes, with
respect to itself as of the date hereof, the representations and warranties of
the "Owner Participant" contained in the Transaction Documents mutatis mutandis;
and (v) agrees that it shall be bound by all the terms of, and undertakes all
the obligations of Seller / "Owner Participant" contained in, the Transaction
Documents. Each of the foregoing is for the benefit of Seller, Lessee, Owner
Trustee, Indenture Trustee, and each Loan Participant.
(b) Purchaser and Seller hereby covenant and agree to execute and to deliver to
the other parties to the Transaction Documents from time to time such other
documents, instruments and agreements as they reasonably may request in order to
further evidence the assignment, assumption and substitution effected hereby or
otherwise to carry out the purposes and intent