Additional Representations, Warranties and Covenants of Creditor. Creditor represents, warrants and covenants that (a) it has not made any prior assignment of the Subordinated Debt or its rights relating thereto, (b) it will not make any such assignment unless the proposed assignee has delivered to Fleet an executed subordination agreement in form and substance satisfactory to Fleet; provided that Creditor may make any such assignment to an affiliate of Creditor provided that such assignee agrees to be bound by the terms of this Agreement, (c) as of the date hereof, to Creditor's knowledge there is no event of default or event which with the passage of time or giving of notice would constitute an event of default under and as defined in the Subordinated Debt, (d) this Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Creditor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, other similar laws affecting the enforcement of creditors' rights generally or general principles of equity; (e) Fleet has not made any representation or warranty, expressed or implied, to Creditor, and no act by Fleet heretofore or hereafter taken, including any review of the financial condition or business affairs of Debtor shall be deemed to constitute any representation or warranty by Fleet to Creditor; and (f) in connection with its entry into and performance of its obligations under this Agreement, Creditor has made and shall continue to make its own independent investigation of the financial condition and business affairs of Debtor, and its own independent appraisal of the creditworthiness of Debtor.
