(M)
IT HAS NOT ENGAGED ANY BROKER, FINDER OR OTHER
ENTITY ACTING UNDER ITS AUTHORITY THAT IS ENTITLED TO ANY BROKER'S COMMISSION OR
OTHER FEE IN CONNECTION WITH THIS AGREEMENT AND THE CONSUMMATION OF TRANSACTIONS
CONTEMPLATED IN THIS AGREEMENT AND THE OPERATIVE DOCUMENTS FOR WHICH THE COMPANY
COULD BE RESPONSIBLE.
(N)
IT (I) IS A SOPHISTICATED ENTITY WITH
RESPECT TO MATTERS SUCH AS THE EXCHANGE, (II) HAS SUCH KNOWLEDGE AND EXPERIENCE,
AND HAS MADE INVESTMENTS OF A SIMILAR NATURE, SO AS TO BE AWARE OF THE RISKS AND
UNCERTAINTIES INHERENT IN THE EXCHANGE AND (III) HAS INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE COMPANY OR ANY OF ITS AFFILIATES, AND BASED ON SUCH
INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN ANALYSIS AND DECISION TO
ENTER INTO THIS AGREEMENT, EXCEPT THAT IT HAS RELIED UPON THE COMPANY'S EXPRESS
REPRESENTATIONS, WARRANTIES, COVENANTS AND
12
AGREEMENTS IN THE OPERATIVE DOCUMENTS AND THE OTHER DOCUMENTS DELIVERED BY THE
COMPANY IN CONNECTION THEREWITH.
(O)
TABERNA'S DESIGNEE OR NOMINEE, AS APPLICABLE
AS THE ASSIGNEE UNDER EACH OF THE WALGREEN'S MEZZ LOAN ASSIGNMENT DOCUMENTS, IS
A "QUALIFIED TRANSFERREE," AS DEFINED IN EACH "INTERCREDITOR AGREEMENT," AS
DEFINED IN EACH OF THE WALGREEN'S MEZZ LOAN ASSIGNMENT DOCUMENTS.
Except as expressly stated in this Agreement, Taberna make no representations or
warranties, express or implied, with respect to the Exchange, the Taberna
Transferred Rights, the Preferred Securities, the Indenture, or any other
matter.
6.
Covenants and Agreements of the
Company.
The Company agrees with Taberna as follows:
(A)
THE COMPANY HAS TAKEN ALL ACTION REASONABLY
NECESSARY OR APPROPRIATE TO CAUSE ITS REPRESENTATIONS AND WARRANTIES CONTAINED
IN SECTION 4 HEREOF TO BE TRUE AS OF THE CLOSING DATE AND AFTER GIVING EFFECT TO
THE EXCHANGE.
(B)
THE COMPANY WILL NOT IDENTIFY ANY OF THE
INDEMNIFIED PARTIES (AS DEFINED BELOW) IN A PRESS RELEASE OR ANY OTHER PUBLIC
STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH INDEMNIFIED PARTY, UNLESS
SUCH DISCLOSURE IS REQUIRED BY APPLICABLE STATUTE, COURT OF LAW, REGULATORY
AUTHORITY OR SECURITIES EXCHANGE.
(C)
THE COMPANY AND TABERNA COVENANT AND AGREE
TO EXECUTE AND DELIVER (WHETHER AT OR AFTER THE CLOSING DATE) SUCH OTHER
AGREEMENTS, OPINIONS AND CERTIFICATES AS MAY BE REASONABLY REQUIRED IN ORDER
(I) TO CANCEL THE PREFERRED SECURITIES AND (II) DISCHARGE THE INDENTURE, ALL ON
OR AFTER THE CLOSING DATE AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET
FORTH IN THE INDENTURE.
7.
Payment of Expenses.
Except as set
forth in Section 3(f) and Section 3(g) hereof, the Company agrees to pay all
costs and expenses incident to the performance of the obligations of the Company
under this Agreement, whether or not the transactions contemplated herein are
consummated or this Agreement is terminated, including all costs and expenses
incident to (i) the sale and delivery of the Replacement Collateral to Taberna
(or such nominees as may be designated by Taberna) and any taxes payable in
connection therewith; and (ii) the fees and expenses of counsel, accountants and
any other experts or advisors retained by the Company.